The Battle of the Sixteen Armies
by TheLycanKing
Summary: The Scooby Gang aid a company of Dwarves that are on a quest to reclaim their kingdom from the dragon Smaug.
1. Buffy's Speech

After graduation, Buffy and her friends, including all the Sunnydale Graduates of 1999 that fought for the Scooby Gang all gathered at the ruins of Sunnydale High. After Mayor Wilkin's death, every citizen in Sunnydale now knew the existence of vampires and demons that would prey on the innocent. The Initiative, powerful supernatural organization, was given full control to look after the city and serve as a noble ally to the Scooby Gang. All the citizens cheered during the celebration and would always say the word 'Buffy'.

Before the summertime was about to begin, Buffy and her Watcher Rupert Giles decided to form a supernatural community for her, the gang, the graduates, and anyone that would do anything to protect Sunnydale from evil.

"Citizens of Sunnydale!" Buffy announced to the crowd, who continued to cheer. "We face a deep threat in our town. Ever since Mayor Wilkins planned to consume us all and allow his deadliest servants to prey on us, evil will try to come to this town. We are standing on the hellmouth, and one day, it will to swallow us whole. The supernatural servants of evil will think that we're gonna wait for the end to come, like we always do. I'm done waiting. They want an apocalypse? Oh, we'll give 'em one. But… I shouldn't say this to you all. I ask that we should all stand together, not as innocents that attend to be preyed on, but as warriors to protect each other and anyone else. Cause we can become an army. We just declared war. From now on, we won't just face our worst fears, we will seek them out."

The people cheer for her.

Buffy walks off the stage and walks over to Giles.

"Nice speech." Giles remarked.

"You didn't think it was long?" Buffy asked.

"Oh, I'm sure its was long enough for you." Giles chuckled.

Buffy looked up at the sky, and noticed something. "A storm is coming." She said.

"Storms can appear at a certain time." Giles said.

"Well, since everyone knows of every Supernatural activity, we're about to face on what is about to come." Buffy whispered.

Three days have passed since the storm hasn't left, Buffy ran to an abandoned building where she met up with Willow Rosenberg, Oz, Xander Harris, Cordelia Chase, Harmony Kendall, Larry Blaisdell, Joy, and Giles.

"Man, this storm hasn't even left." Buffy breathed.

"Get use to it." Larry giggled.

"So can you guys tell me why was called here?" Buffy asked, demanding an answer.

"Well, Cordelia, Joy, and Harmony, they ah…" Xander paused.

"We found this magnificent place that had been abandoned for almost ten years." Cordelia announced to Buffy and the group.

"We've been thinking that this place can serve as our new headquarters for any supernatural whereabouts or emergencies." Harmony suggested.

"I think that's an excellent idea." Oz agreed.

"Oz is making a point, it could also serve as a training ground for our new recruits that are willing to stand by you and protect our town from evil." Xander said.

"If this is what we have to do, then I'll go for it." Buffy agreed.

"So, what can I do?" Willow asked.

"Anything that you desire." Harmony said to her.

"Oh… right." Willow said, embarrassed. "Sorry."

"I've already contacted all our friends, and we are to meet here tomorrow." Larry said.

"Good." Xander admired, holding his thumb up. "And I'll teach more how to fight vampires."

"Get ready, people." Buffy said to her friends. "Whatever we're about to face, will be ready."


	2. Gandalf and Bilbo

In the morning, a young hobbit named Bilbo Baggins had been sitting down, enjoying the beautiful morning. He took out his weed pipe and closed his eyes as he made a smoke ring. Suddenly, the smoke ring began to collapse and turn into a smoke moth. The smoke moth flies into Bilbo's face, waking him from his reverie of peace. Bilbo opened his eyes and looks up surprised to meet a very tall figure. The figure had a pointy hat and long smooth greyish beard.

Bilbo didn't know what to say at first and felt a little embarrassed until he said two words to grey-bearded figure. "Good morning."

"What do you mean?" The grey-bearded figure asked the young hobbit in confusion, but with a slight happy smile on his face. "Do you mean to wish me a good morning, or do you mean that it is a good morning whether I want it or not?" He spoke very quick. "Or, perhaps you mean to say that you feel good on this particular morning. Or are you simply stating that this is a morning to be good on?"

"All of them at once, I suppose." Bilbo said confusedly and looked very bewildered. "Can I help you?"

"That remains to be seen." The grey-bearded figure said, looking at him slightly disapprovingly. "I'm looking for someone to share in an adventure."

"An adventure?" Bilbo asked quietly and felt little uncomfortable about adventures. "Now, I don't imagine anyone west of Bree would have much interest in adventures. Nasty, disturbing, uncomfortable things. Make you late for dinner, hm, mm." He stands up from his bench and walks over to mailbox to see if there was any mail. He snatches the mail from the mailbox and sorts it out while clucking to himself. He takes brief look at Gandalf, and continued to remain uncomfortable while the figure stood still like a statue and continued to stare at him. Puffing his pipe in vexation, he begins to head back inside. "Well..." He clears his throat. "Good morning."

"To think that I should have lived to be good-morning-ed by Belladonna Took's son, as if I were selling buttons at the door." The figure spoke in a low growling voice.

"Beg your pardon?" Bilbo asked, looking confused of what the figure said.

"You've changed, and not entirely for the better, Bilbo Baggins." The figure said.

Bilbo was surprised for a moment when the tall figure said his name. "I'm sorry, do I know you?"

"Well, you know my name, although you don't remember I belong to it. I'm Gandalf!" Gandalf introduced himself to the bewildered hobbit. "And Gandalf means … me."

Bilbo was thinking and began to remember something. "Gandalf... not Gandalf, the wandering Wizard, who made such excellent fireworks! Old Took used to have them on Midsummer's Eve. Ha, ha!" He pretended to laugh a bit. "Well. Hmm, I had no idea you were still in business."

"And where else should I be?" Gandalf asked.

"Ha, ha! Hm, hmm..." Bilbo puffed confusedly on his pipe.

"Well, I'm pleased to find your remember something about me, even if it's only my fireworks." Gandalf smiled and nodded his head. "Well that's decided. It will be very good for you, and most amusing for me. I shall inform the others, and in the next two days, I shall return to see you."

"Inform the who? What? No. No. No! Wait. We do not want any adventures here, thank you." Bilbo exclaimed. "Not today, not-mm. I suggest you try over the Hill or across the Water. Good morning." He sighed in frustration and runs inside the house of Bag End which was built by his parents.

After closing the door, Bilbo leans against it until he heard a curious noise. He puts his ear close to the door, and suddenly felt alarmed. He quietly looks out his side window, only to find Gandalf's eyes appear in front of him. Bilbo jumps back in fright and hides behind a wall for just a few seconds. He looks out another window and sees Gandalf hurrying away singing.


	3. Angel and Thórin

During a small rainstorm at night, a short wearing a pack and a raincoat walks through the streets of a town called Bree. Bree was filled with Humans and Hobbits that were walking all around and some tried to take cover from the rain. The short figure walks up to a building and pauses, inspecting the sign hung above the door. The sign was called 'The Prancing Pony', and the figure immediately enters the tavern. As he walks through, the bartender named Barney Butterbur hands a drink to a man.

"Can I get you a table?" Barney asked the short bearded figure.

The figure turned to face Barney and replied softly. "Yes."

"What is your name sir?" Barney asked the figure.

"I am Thórin Oakenshield." Thórin said his name to the bartender. "And I'm expecting to meet with someone."

* * *

After Betsy Butterbur, Barney's daughter, passed a plate of food and a mug of water to Thórin, the lonely dwarf had spent nearly an hour in the tavern. Thórin ignored every raucous talk and laughter throughout the busy tavern while he smoked through his pipe. He eventually tears apart his bread and begins to eat it. As he eats, he looks around at all the activities going on in the pub. Sensing something, he looks to the right and sees a bald, suspicious-looking man watching him. He looks to his left and sees another shady character watching him.

Thórin puts his bread back on his plate and, as the two men stand up and move toward him. The dwarf wasn't afraid, and he slowly wraps his hand round the handle of his sword. Before anything could happen, another figure appears at the table in front of him. The figure was revealed to be the vampire Angel. The suspicious men back away.

"Mind if I join you?" Angel asked the dwarf.

"Who are you?" Thórin asked.

"The name is Angel." Angel introduced himself to the dwarf.

"I was expecting to meet with someone, and your not him." Thórin said suspiciously.

"I know..." Angel nodded. "You were waiting for a wizard named Gandalf the Grey. I'm sorry to say this, but I'm afraid he is delayed."

"Why are you telling me this?" Thórin asked.

"Because he sent me." Angel said. "When I encountered him back in my... nation, I encountered him and he told everything about you."

"He's a wizard." Thórin said as he took sip from his mug. "He's always busy."

"Hmmm." Angel murmured to himself quietly and continued to speak. "So what brings you here?"

"I was going to tell Gandalf that I received word that my father had been seen wandering the wilds near Dunland." Thórin explained to him. "I went looking, and found no sign of him."

"Yeah." Angel nodded. "Gandalf told me about your father, Thráin, and that he was killed long ago."

"You think he's dead?" Thórin asked.

"Not that I'm aware of." Angel said softly.

"I don't believe he's dead." Thórin said and began to explain something to him. "The last time I saw him was at the Battle of Moria. During the battle against the Gundabad Orcs, my grandfather, Thrór, was slain by Azog the Defiler. Azog was meant to kill us all, one-by-one... he would to destroy the line of Dúrin. My father restrained from trying to avenge my grandfather, and that he would face him alone. Then, he led a charge towards the Dimrill Gate."

"What happened to him?" Angel asked.

"He never returned." Thórin continued. "After the battle was over, despite heavy casualties, the dwarves told me that Thráin was gone and that he was one of the fallen. But I searched amongst the slain... to the last body. My father was not among the dead."

"I understand your story." Angel said with slight smile on his face. "I truly do, and I bet there is still hope that your father lived." He stares at him.

"Tell me... when you met Gandalf, what else did he tell you?" Thórin asked.

"Gandalf told me that he spoke with your father before he disappeared." Angel explained. "He urged Thráin to march upon Erebor; to rally the seven armies of the dwarves, to destroy the dragon and take back the Lonely Mountain."

Thórin picks up his mug and drinks contemplatively. "I've been aware of that." He finished drinking his mug and placed back down on the table. "And I know this is not a chance meeting."

"No it's not." Angel said, shaking his head a bit. Gandalf fears that darker things might turn towards Erebor. Thórin... that dragon sat there long enough. You are the heir to the throne."

"And why should I?" Thórin asked.

"Because it's your birthright." Angel said. "Also... Gandalf wanted me to tell you that your in terrible danger."

"What do you mean?" Thórin asked, looking concerned.

"Someone wants you dead." Angel warned. "And if you don't anything, then you won't succeed in claiming the throne. What you need to do is rally every dwarf that you can find."

"I've already summoned a meeting with the seven dwarf families and they told me the same thing... they will only swear that oath to the one who wields the King's Jewel, the Arkenstone!" Thórin explained. "It is the only thing that will unite them, and in case you have not noticed, that jewel was stolen by Smaug... the terrible."

"Stolen... hmm?" Angel paused for a moment. "Well... what if... Gandalf and I can help you reclaim your kingdom?"

"How?" Thórin asked. "The Arkenstone lies half a world away, buried beneath a vast sea of gold, jewels, and various items that have never been forgotten."

"And which is why your going to need allies that can help you." Angel added.

"And who would these allies be?" Thórin asked.

"There is one who is very strong, brave, and a bit lethal when you attend to piss her off." Angel described. "Her name is Buffy."

"Fluffy?" Thórin asked incorrectly.

"No, Buffy." Angel corrected him. "She and her friends have formed a community of fighters that stand against supernatural creatures in their town and country. They will help you."

"Fine... I will accept your offer." Thórin agreed.

"Before we leave, here's another message that Gandalf wanted me to give you." Angel added.

"Which is what?" Thórin asked.

"Your gonna need a burglar." Angel replied.


	4. Celebration at Bag End

At around nightfall, Bilbo returned to Bag End, and prepared himself for dinner of fish that he fetched from the market. He settles down at his table, tucks a napkin in his collar, and begins sprinkling salt on his fish. Then, he began to squeeze lemon juice on his fish until he heard the doorbell ring. He stops squeezing the lemon and looks up in surprise. He walks over to the front door, and opens it. As he did, he finds himself face-to-face with a tall, bald dwarf on his doorstep.

"Dwálin, at your service." Dwálin greeted him and bows slightly.

Bilbo whimpered and quickly tied his robe tighter and stands taller. "Bilbo Baggins, at yours." He greeted him back, but was completely confused. "D-do we know each other?"

Dwálin walks inside and answered confusedly. "No." He heads to the living room and dumps some of his stuff on the ground. "Which way, laddie?" He asked the puzzled hobbit. "Is it down here?"

"I-is what down there?" Bilbo asked, still confused.

Dwálin turns back face him and walks over to him. "Supper." He replied as he thrusts the rest of his stuff onto Bilbo. "He said there'd be food, and lots of it."

Bilbo was even more confused and had no idea what the dwarf was talking about. "H-He said? Who said?"

* * *

Later, Bilbo had been sitting quietly in a different spot of the kitchen while Dwálin took Bilbo's seat and ate his entire dinner that he made for himself, but since Dwálin had been hungry, Bilbo was forced to allow him to eat. After chewing the flesh from the fish, and eats the head as well.

"Mmmm. Very good this." Dwálin chewed the head of the fish. "Any more?"

Bilbo brings over a plate of biscuits while he hides one behind his back for himself. "Help yourself."

Dwálin noticed the bread quickly and rather than taking one, he takes entire plate of bread and begins stuffing them in his mouth. "Mmmm."

"It's just that, um, I wasn't expecting company." Bilbo said to him quietly.

Before he could continue, the doorbell suddenly rang again and Bilbo looked up alarmed when he heard it. Bilbo huffly walks to the front door again and opens to reveal another white-haired dwarf who was standing in the front.

"Bálin, at your service." Bálin greeted happily and made a bow to the hobbit.

Bilbo looked stunned when he spoke. "Good evening."

"Yes, yes it is." Bálin nodded and entered the house. "Although, I think it might rain later. Am I late?"

Bilbo was still confused and had no idea what he was talking about been late. "Late for what?" He asked very slowly to the friendly dwarf.

Before Bálin could answer his question, he turns to see Dwálin, who had been busy trying to search for more biscuits that he liked.

"Oh, ha ha!" Bálin exclaimed happily and walked over to greet Dwálin. "Evening brother. Heh, heh."

"Oh, by my beard, you are shorter and wider than last we met." Dwálin remarked on his brother's appearance.

"Wider, not shorter." Bálin corrected him and gave him a wink. "Sharp enough for both of us."

The two dwarf brothers continued to laugh and greet each other. They put their arms on each other's shoulders, and smash their foreheads together.

Bilbo had been staring at them in wonder and immediately spoke. "Uh, excuse me; sorry, I hate to interrupt, ah, but the thing is, I'm not entirely sure you're in the right house."

Bálin and Dwálin have been ignoring him while they laughed and went towards the pantry filled with all sorts of food, drinks, and sauces. The two pour themselves ale and examined the food

"Have you eaten?" Dwálin asked.

"It's not that I don't like visitors; I-I like visitors as much as the next Hobbit, but I do like to know them before they come visiting." Bilbo continued his speech.

Bálin and Dwálin still didn't listen to Bilbo's words while they were rifling through the pantry.

"Ah, that looks very nice indeed." Bálin remarked while examining the bread.

"What's that?" Dwálin asked, pointing at something.

Bálin picks it up and saw that it was cheese that had gone bad. "It's gone blue."

"It's riddled with mold." Dwálin said disgustedly as he takes the cheese tosses it out of the pantry.

"The thing is, um, I, I don't know either of you, not in the slightest." Bilbo continued to speak to the dwarves while they haven't listened to him. "I don't mean to be blunt, but I uh, but I had to speak my mind. I'm sorry."

The dwarf brothers pause and turn to look at Bilbo, who had clear his throat and waited for answer from one of them.

"Apology accepted." Bálin smiled at the hobbit, who started to sound annoyed. Then, he turned to his brother. "Ah, now fill it up, brother, don't stint. I could eat again, if you insist."

Just as Bálin hands a tankard filled with ale to Dwálin, Bilbo heard the doorbell ring once again. He walks over to the door again and opens it. There, two young dwarves stand together with smiles while Bilbo made a slight moan upon seeing them.

"Fíli." Fíli greeted.

"And Kíli." Kíli greeted as well.

"At your service." The two dwarves greeted and bowed to the hobbit.

"You must be Mr. Boggins." Kíli said incorrectly with a greeted smile.

"Nope, you can't come in, you've come to the wrong house." Bilbo lied, trying to prevent more dwarves from entering his house uninvited.

As Bilbo tried to close the door, Kíli, however, stops the door with his foot. "What?" He exclaimed in confusion. "Has it been cancelled?"

"No one told us." Fíli said bewilderedly.

"Can-?" Bilbo paused and was even more confused. "No-nothing's been cancelled."

"Well, that's a relief." Kíli grinned in joy.

Immediately, the two young dwarves push their way in and begin unloading their stuff.

"Careful with these, I just had 'em sharpened." Fíli informed Bilbo as he approached him and dropped a pair of swords onto the bewildered hobbit.

"It's nice, this place." Kíli remarked on the appearance of Bag End. "D'you you do it yourself?" He asked the hobbit when he began to scrape the mud off his boots on the edge of a chest.

"Ah, no, it's been in the family for years." Bilbo explained until he saw what Kíli was doing and raised his voice a bit. "That's my mother's glory box, can you please not do that!"

"Fíli! Kíli!" Dwálin called to the dwarf brothers, beckoning them. "Come on, give us a hand."

"Mister Dwálin." Kíli laughed. "Lovely to see you."

"Let's shove this in the hallway, otherwise we'll never get everyone in." Bálin informed while moving the table.

"Let me help you with that." Fíli said, offering his assistance.

"Everyone!" Bilbo exclaimed. "How many more are there?"

"Where do you want this?" Kíli asked while helping Dwálin.

Suddenly the doorbell rings very hard and longer than before.

"Oh no. No, no! There's nobody home!" Bilbo shouted out in anger as he walks quickly toward the door and dumped all the swords and other equipment in his arms along the way. "Go away, and bother somebody else. There's far too many dwarves in my dining room as it is. If- if- If this is some clotterd's idea of a joke, ha ha, I can only say, it is in very poor taste."

Just as Bilbo opened the door, more than eight dwarves fall to the ground. Struggling to get up, they grumble and yell at each other when Gandalf and Angel stand behind them.

"Gandalf." Bilbo breathed unhappily when he finally realized. "So your the one who orchestrated this?"

* * *

After Angel was invited in last, due ot the fact that he was a vampire, the dwarves began to raid Bilbo's pantry and take all of Bilbo's food while Fíli, Kíli, Dwálin, and Bálin had been setting up the table.

"Those are my plates! Excuse me! Not my wine!" Bilbo shouted when he was trying to order every dwarf to put everything back into his pantry, but they all ignore him. "Put that back. Put that back! Not the jam, please! ...Excuse me." He turns to a fat dwarf who was carrying three cheese wheels. "Excuse me. A tad excessive, isn't it? Have you got a cheese knife?"

"Cheese knife? Bombur eats it by the block." Bofur informed the hobbit about Bombur's appetite.

When two dwarves named Óin and Glóin were walking through the hall carrying chairs from one of Bilbo's rooms, Bilbo noticed and tried to stop them.

"No, no, that's Grandpa Mungo's chair!" Bilbo exclaimed at Óin. "No, I'm sorry, you'll have to take it back please. Take it back...It's antique, not for sitting on!"

"I cannot hear what your saying lad!" Óin said when Bilbo was pushing him back to the room.

As the dwarves continue bringing all of Bilbo's food and furniture into the dining room, Dóri approaches Angel with a tray of tea.

"Excuse me, Mr. Angel, can I tempt you with a nice cup of chamomile tea?" Dóri asked him, offering him tea.

"Oh, no thank you." Angel declined the offer. "Although, I would want some red wine if its on the menu."

"Certainty, I will bring a tankard filled with it at once." Dóri complied.

Dóri walked pass Gandalf while he kept on avoiding the scurrying dwarves until he accidentally hits his head on the chandelier. Then, he begins counting the dwarves on his fingers. Knowing that twelve dwarves were hear, he soon began to notice that one was missing.

"We appear to be one dwarf short." Gandalf informed to Angel.

"I told where to meet us." Angel replied to the wizard. "He told me he traveled north to meeting of his kin. I assure you, Gandalf. He will come."

Dóri returns to Gandalf and had a tankard filled with red wine. "Here you are." He offered. "Tankard filled with red wine as requested. It's, eh, got a fruity bouquet."

"Thank you." Angel replied gratefully.

* * *

While the dwarves, Angel, and Gandalf were eating, talking, and laughing at the same time, Bilbo walks away in disgust and looks at his pantry in shock. He saw that the dwarves have taken everything from the pantry, leaving it completely empty. Later, when the meal had finished, the dwarves leave the table and begin walking about while Bilbo ran to the kitchen.

"Excuse me, that is a doily, not a dishcloth!" Bilbo exclaimed, grabbing his doily back from Nóri.

"But it's full of holes." Bofur protested.

"It's supposed to look like that, it's crochet." Bilbo corrected.

"Oh, and a wonderful game it is too, if you got the balls for it." Bofur joked and walked away from Bilbo.

"Bebother and confusticate these dwarves!" Bilbo said, sounding very frustrated.

"My dear Bilbo, what on earth is the matter?" Gandalf asked.

"What's the matter?" Bilbo asked quietly to Gandalf. "I'm surrounded by dwarves. What are they doing here?"

"Oh, they're quite a merry gathering, once you get used to them." Gandalf chuckled.

"I don't want to get used to them." Bilbo said quietly and furiously altogether. "The state of my kitchen! There's mud trod into the carpet, they've pi-pillaged the pantry. I'm not even going to tell you what they've done in the bathroom; they've all but destroyed the plumbing. I don't understand what they're doing in my house!"

Óri, the yougest dwarf of the group, walks over to Bilbo. "Excuse me?" He asked the angry hobbit. "I'm sorry to interrupt, but what should I do with my plate?"

"Here you go, Óri, give it to me." Fíli said by snatching the plate from Óri's hand and throws it directly to his brother Kíli. Then, Kíli throws it to Bifur, who had been standing at the sink of the kitchen and prepared to clean the plate and every dish that have been thrown to him.

"Excuse me, that's my mother's West Farthing crockery, it's over a hundred years old!" Bilbo shouted at one of the dwarves. Then he angrily turns to other dwarves who had been drumming on the table with their utensils and fists. "And can-can you not do that? You'll blunt them!"

"Ooh, d'hear that, lads?" Bofur asked excitedly to his brethren. "He says we'll blunt the knives."

All the dwarves began to sing happily as they continue to throw the dishware and have them all washed up to be put away. Bilbo huffs up in anger, only to find all the dishes stacked neatly and cleanly. The dwarves, Angel, and Gandalf all laugh. Suddenly, three loud knocks were heard, and everyone falls into silence.

"He is here." Gandalf informed quietly to the dwarves.

"It's about time." Angel sighed in relief.

* * *

As Bilbo opens the door to reveal Thórin Oakenshield, Thórin looks up to face Gandalf and Angel.

"Gandalf! Angel!" Thórin spoke to them and explained. "I thought one of you said this place would be easy to find. I lost my way, twice. Wouldn't have found it at all had it not been for that mark on the door."

"Mark? There's no mark on that door. It was painted a week ago!" Bilbo exclaimed.

"Actually, there is a mark." Angel told the hobbit. "Gandalf was the one who put it there for the dwarves to find their way here."

"Ah, Bilbo, allow me to introduce you to the leader of this company... Thórin Oakenshield." Gandalf introduced the hobbit to the dwarf.

"So, this is the Hobbit." Thórin said, making a lsight smile in front of the hobbit and began to ask. "Tell me, Mr. Baggins, have you done much fighting?"

"Beg your pardon?" Bilbo asked, looking confused.

"Axe or sword? What's your weapon of choice?" Thórin asked him again.

"Well, I have some skill at Conkers, if you must know, but I fail to see why that's relevant." Bilbo answered his question with a fake smile.

"Thought as much. He looks more like a grocer than a burglar." Thórin teased a bit.

* * *

At the dining table, Angel and Gandalf sat between Thórin, who had been eating slowly.

"What news from the meeting in Ered Luin?" Bálin asked Thórin. "Did they all come?"

"Aye. Envoys from all seven kingdoms." Thórin replied.

"And what do the dwarves of the Iron Hills say?" Dwálin asked too. "Is Dáin with us?"

Thórin sighed unhappily and answered. "They will not come."

"I guess it didn't work out?" Angel said quietly to him.

"No." Thórin shook his head. "Dáin and his people told me that this quest ours, and ours alone."

The others dwarves all murmured in disapointment.

"You're going on a quest?" Bilbo asked.

"Bilbo, my dear fellow, let us have a little more light." Gandalf insisted and takes out a map from his pocket and spreads it on the table when Bilbo returns with candle. "Far to the East, over ranges and rivers, beyond woodlands and wastelands, lies a single solitary peak."

"The Lonely Mountain." Bilbo read the name on the map.

"Aye, Óin has read the portents, and the portents say it is time." Glóin announced.

"Ravens have been seen flying back to the mountain as it was foretold: _When the birds of yore return to Erebor, the reign of the beast will end._ "

"Uh, what beast?" Bilbo asked, looking concerned when he the two words.

"Well that would be a reference to Smaug the Terrible, chiefest and greatest calamity of our age." Bofur explained. "Airborne fire-breather, teeth like razors, claws like meathooks, extremely fond of precious metals-"

"Yes, I know what a dragon is." Bilbo interrupted.

Óri rose up from his seat and shouted. "I'm not afraid! I'm up for it. I'll give him a taste of the Dwarfish iron right up his jacksie."

Some of the dwarves laughed.

"Sit down!" Dóri exclaimed.

"The task would be difficult enough with an army behind us." Bálin spoke and sighed deeply. "But we number just thirteen, and not thirteen of the best, nor brightest."

"Well we maybe few in number, but we're fighters, all of us, to the last dwarf!" Fíli exclaimed, slamming his fist on the table.

"And you forget, we have a wizard in our company. Gandalf will have killed hundreds of dragons in his time." Kíli informed excitedly.

"Oh, well, now, uh, I-I-I wouldn't say that, I- -" Gandalf said embarrassedly.

"You killed the dragons before?" Angel asked.

"Well I..." Gandalf paused.

"Well, how many dragons have you killed?" Dóri asked, wanting to know the answer.

Gandalf embarrassedly starts coughing on his pipe smoke.

"Go on, give us a number!" Dóri demanded loudly.

Some of the dwarves jump to their feet, and began arguing on the number of dragons that Gandalf had previously killed in the past.

"Everyone, please!" Angel shouted, trying to calm the dwarves.

Thórin jumps up in anger. "SHAZARA!" _(SILENCE!)_ He bellowed in dwarven language and explained. "If we have read these signs, do you not think others will have read them too? Rumours have begun to spread. The dragon Smaug has not been seen for 60 years. Eyes look east to the Mountain, assessing, wondering, weighing the risk. Perhaps the vast wealth of our people now lies unprotected. Do we sit back while others claim what is rightfully ours? Or do we seize this chance to take back Erebor?" He shouted again in the dwarven language. "Du Bekâr! Du Bekâr!" _(To arms! To arms!)_

All the dwarves cheer of Thórin's speech.

"You forget: the front gate is sealed." Bálin spoke loudly. "There is no way into the mountain."

"That, my dear Bálin, is not entirely true." Gandalf said as he took out a dwarvish key from his pocket.

Thórin looks at the key in wonder. "How came you by this?" He asked softly.

"It was given to me by your father, by Thráin... for safekeeping." Gandalf said to him. "It is yours now." He hands the key to Thórin.

"If there is a key, there must be a door." Fíli guessed.

Gandalf points at the runes on the map. "These runes speak of a hidden passage to the lower halls."

"There's another way in." Kíli whispered in excitement.

"Well, if we can find it, but dwarf doors are invisible when closed." Gandalf continued to read the runes on the map. "The answer lies hidden somewhere in this map and I do not have the skill to find it. But there are others in Middle-earth who can. The task I have in mind will require a great deal of stealth, and no small amount of courage. But, if we are careful and clever, I believe that it can be done."

"And that's why we need a burglar." Angel said.

"Hm, a good one, too." Bilbo said. "An expert, I'd imagine."

"And are you?" Glóin asked.

"Am I what?" Bilbo asked, puzzled.

"He said he's an expert! Hey hey!" Óin cheered, thinking that Bilbo was a burglar.

"M-Me? No, no, no, no, no. I'm not a burglar; I've never stolen a thing in my life." Bilbo exclaimed.

"I'm afraid I have to agree with Mr. Baggins." Bálin agreed. "He's hardly burglar material."

"Bálin's right." Angel agreed. "The wild is no place for gentlefolk who can neither fight nor fend for themselves."

Bilbo nodded to Bálin and Angel's agreement, but the dwarves argued.

"ENOUGH!" Gandalf yelled as he rises from his seat and magically casts a shadowy darkness over the entire room. "If I say Bilbo Baggins is a burglar, then a burglar he is." He returns to normal and the darkness was gone. Then, he lowered his voice and went on to continue speaking towards the group. "Hobbits are remarkably light on their feet. In fact, they can pass unseen by most if they choose. And while the dragon is accustomed to the smell of dwarf, the scent of hobbit is all but unknown to him, which gives us a distinct advantage. You asked me to find the fourteenth member of this company, and I have chosen Mr. Baggins. There's a lot more to him than appearances suggest, and he's got a great deal more to offer than any of you know, including himself." He turns to Thórin. "You must trust me on this."

"Very well." Thórin complied. "Will do it your way." He turns his face directly towards Bálin. "Give him the contract."

"No, please." Bilbo declined.

Bálin pulls out the contract and hands it over to Bilbo. "It's just the usual summary of out-of-pocket expenses, time required, remuneration, funeral arrangements, so forth."

"Funeral arrangements!" Bilbo exclaimed.

As Bilbo steps back a few feet to read the contract, Thórin leans toward Gandalf. "I cannot guarantee his safety."

"Understood." Gandalf whispered back.

"Nor will I be responsible for his fate." Thórin whispered back to him.

"Agreed." Gandalf whispered and nodded his head a bit.

"Terms: Cash on delivery, up to but not exceeding one fourteenth of total profit, if any." Bilbo read the contract out loud. "Seems fair. Eh, Present company shall not be liable for injuries inflicted by or sustained as a consequence thereof including but not limited to lacerations... evisceration... incineration?"

"Oh, aye, he'll melt the flesh off your bones in the blink of an eye." Bofur said.

"Huh." Bilbo breathed.

"Are you alright?" Angel asked him.

"Uh, yeah... feel a bit faint." Bilbo gasped for air.

"Think furnace with wings." Bofur suggested.

"Air, I-I-I need air." Bilbo breathed heavily.

"Flash of light, searing pain, then poof... you're nothing more than a pile of ash." Bofur continued.

Bilbo breathes heavily, trying to compose himself as the others stare at him.

"Hmmm. Nope." Bilbo responded and falls to the floor.

"Well done, Bofur." Angel said sarcastically to the crazy dwarf. "That was... very helpful."


	5. Trollshaws

In the morning, after the company had left Bag End, Bilbo slowly wakes up from his bed, and noticed that his house was very quiet. He walks all around his house expecting to run into the dwarves, Angel, or Gandalf, but as he entered the living room, no one was there. Bilbo's widen in surprise when he saw that his whole house had been cleaned up completely from the mess of the party last night, almost as if it had never happened. Bilbo looks a bit lonesome until he spots the contract sitting on a table. He looks at it, then looks up with a determined face.

Minutes later, Bilbo runs out the door of Bag End and bumps into one of his friendly neighbors, Master Worrywort.

"Hello Mr. Bilbo!" Master Worrywort greeted with a happy smile. "Where are you off to?"

"Listen, I'm already late!" Bilbo said hastily.

"Late for what?" Master Worrywort asked, looking puzzled.

"I'm going on an adventure with a company of dwarves." Bilbo said and showed him the contract.

"Under the company of Thórin Oakenshield." Master Worrywort read the contract. "Hmm, well everything seems to be all in order."

"Listen, I need you to do me a favor." Bilbo instructed. "Please look after the house. Make sure no one auctions it while I'm gone, and also… don't let the Sacksville-Baggins take their advantage."

"Understood Mr. Bilbo!" Master Worrywort complied. "How long will you be gone?"

"I… I don't know." Bilbo answered. "But just do whatever it takes to protect Bag End."

"Well you better get going Mr. Bilbo!" Master Worrywort urged him. "You'll be late!"

"Thanks." Bilbo said and ran down the path. He runs through Hobbiton, jumping over fences and pumpkins in his haste.

* * *

Meanwhile, the dwarves had been riding on their ponies while Angel and Gandalf rode on their horses through the forest.

"Waste of time." Glóin whispered in disgust.

"Use a hobbit." Dóri whispered as well.

Bilbo runs up from behind the company. "Wait!" He shouted as he continued to run. "Wait!" He managed to catch up to them and hands Bálin the contract. "I signed it!"

Angel and Gandalf turn and notice.

"Looks like he changed his mind after all." Angel whispered.

Bálin takes the contract and inspects it with a pocket-glass. "Everything appears to be in order." He then turns his head to face Bilbo with a greeted smile. "Welcome, Master Baggins, to the company of Thórin Oakenshield."

The dwarves began to cheer while Thórin himself, did not. He sighed deeply and looked unimpressed that he had to bring a hobbit to join this company.

"Give him a pony." Thórin said gruffly.

"No, no, no, no, that-that won't be necessary, thank you, but I-I'm sure I can keep up on foot." Bilbo declined the offer. "I— I-I've done my fair share of walking holidays, you know. I even got as far as Frogmorton once-WAGH!" His speech was cut off when Fíli and Kíli ride alongside him and pick him up from behind to place him on a pony. Bilbo didn't seem to comfortable while he was riding his pony.

"Come on, Nóri, pay up. Go on." Óin called to him.

Nóri tosses a sack of money to Óin.

Some of the dwarves had been laughing, and thought how fun it was toss bags of money to each other.

"What's all that about?" Angel asked Gandalf.

"Oh they were taking wagers on whether or not that Bilbo Baggins would turn up." Gandalf explained. "Most of them bet that he wouldn't."

"What did you think?" Angel asked him again.

"Hmmm." Gandalf thought to himself until he catches a sack of money and puts it in his bag. "Well I never doubted him for a second."

"Are you sure its a good idea to bring him?" Angel asked, feeling a little worried about Bilbo's fate during the journey to Erebor. "If he can't handle it, then we'll have to let him go."

"If that does, then so be it." Gandalf said. "Bilbo and every member of the Baggins family were born to the rolling hills and little rivers of the Shire, but now home is behind him, and whole world is ahead."

* * *

At around nightfall, the company decided to rest near the edge of a cliff. Most of the dwarves were fast asleep, but Angel, Gandalf, Fíli, and Kíli were the only ones who were wide awake and kept watch for anything. Bilbo, however, woke up when he couldn't handle the snoring from Glóin. Angel watched Bilbo walk towards his pony and gives her an apple, but that was when they heard a scream in the night air.

"What was that?" Bilbo asked, sounding very worried by the noise.

"Orcs." Kíli responded to his question.

"Orcs, what are they?" Angel asked.

"Throat-cutters." Fíli answered to him. "There'll be dozens of them out there. The lowlands are crawling with them."

"They strike in the wee small hours, when everyone's asleep." Kíli said as well. "Quick and quiet; no screams, just lots of blood."

Bilbo looks away in fright while Angel saw that Fíli and Kíli were joking around and began laughing.

"Hey guys." Angel said to them. "I just want to ask you something? Do you really think its funny that a night raid by orcs is a joke?"

"No, of course not." Kíli shook his head.

"Well I don't!" Thórin said angrily at his nephews. "You two should be ashamed!"

"We didn't mean anything by it." Kíli said, apologizing.

"No, you didn't. You know nothing of the world." Thórin said in disgust and walks off to the edge of a cliff where he looks out over the valley.

"Don't mind him, laddie." Bálin said to Angel, Bilbo, Fíli, and Kíli. "Thórin has more cause than most to hate orcs." Then, he began to explain a story about him. "After the dragon took the Lonely Mountain, King Thrór tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first. Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler. The giant Gundabad Orc had sworn to wipe out the line of Durin. He began by beheading the King. Thráin, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us. That is when I saw him: a young dwarf prince facing down the Pale Orc. He stood alone against this terrible foe, his armor rent…wielding nothing but an oaken branch as a shield. Azog, the Defiler, learned that day that the line of Durin would not be so easily broken. Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, no song, that night, for our dead were beyond the count of grief. And I thought to myself then, there is one who I could follow. There is one I could call King."

Thórin overheard Bálin's tale about him facing the pale orc and turns away from the view beyond the cliff where the entire company were all awake and stood completely still as they stared at Thórin in wonder.

"But the pale orc… what happened to him?" Angel asked.

"He slunk back into the hole whence he came." Thórin answered as he walks pass him. "That filth died of his wounds long ago."

A day later, the company arrived to an old farmhouse that had been abandoned for many years.

"We'll camp here for the night. Fíli, Kíli, look after the ponies. Make sure you stay with them." Thórin instructed them.

"A farmer and his family used to live here." Gandalf examined the house. "I think it would be wiser to move on. We could make for the Hidden Valley."

"I have told you already, I will not go near that place." Thórin refused.

"Why not?" Gandalf asked. "The elves could help us. We could get food, rest, advice."

"I do not need their advice." Thórin continued to decline every offer that Gandalf was saying.

"We have a map that we cannot read." Gandalf stated. "Lord Elrond could help us."

"Help? A dragon attacks Erebor, what help came from the Elves?" Thórin asked angrily. "Orcs plunder Moria, desecrate our sacred halls, the Elves looked on and did nothing. You ask me to seek out the very people who betrayed my grandfather and my father."

"You are neither of them." Gandalf argued. "I did not give you that map and key for you to hold on to the past."

"I did not know that they were yours to keep." Thórin argued.

Gandalf stomps off angrily, and leaves the Company.

Angel noticed him leaving. "Hey is everything alright?" He asked him. "Where are you going?"

"To see the company of the only one around here who's got any sense." Gandalf responded angrily.

"And who would that be?" Angel asked.

"Myself, Mr. Angel!" Gandalf snapped. "I've had enough of dwarves for one day."

"Come on, Bombur, we're hungry." Thórin called.

"Is he coming back?" Bilbo asked Angel.

Angel looks unsure and replied. "I don't know."

* * *

Nightfall had come, and the company were eating soup for dinner.

"He's been gone a long time." Bilbo said nervously.

"He's a wizard! He does as he chooses." Bofur said and hands Bilbo two bowls of soup. "Here, do us a favor: take this to the lads." He turns to see Bombur trying to take more soup. "Stop it, you've had plenty."

Angel had been keeping watch when he noticed sparkling lights up ahead from a forest. He walks over to inspect until his eyes widen in surprise. It was Buffy, along with Cordelia Chase, Riley Finn, Xander Harris, Anya Jenkins, Harmony Kendall, Faith Lehane, Tara Maclay, Oz, Willow Rosenberg, Spike, Heidi Barrie, Larry Blaisdell, Gwen Ditchik, Kyle DuFours, Roy Dukeshire, Tor Hauer, Scott Hope, Rhonda Kelley, Jonathan Levinson, Lance Lincoln, Devon MacLeish, Amy Madison, Owen Thurman, and Percy West.

"Bout time." Angel said in relief.

"Miss me." Buffy grinned.

"I wonder what bloody quest we're dealing with?" Spike asked, whispering.

"Where are they?" Buffy asked.

"Over there." Angel pointed.

* * *

Bilbo goes out in the dark to where Fíli and Kíli were watching the ponies. The two brothers were staring out into the the dark and didn't even take the soup that Bilbo was offering.

"What's the matter?" Bilbo asked.

"We're supposed to be looking out for the ponies." Kíli said, continuing to stare at the ponies.

"Only we've encountered a slight problem." Fíli said.

"We had sixteen." Kíli counted the number.

"And now there's fourteen." Fíli added.

Fíli, Kíli, and Bilbo walk around and examine the group of ponies.

"Daisy and Bungo are missing." Kíli said worriedly.

"Well, that's not good." Bilbo said in a panic tone. "That is not good at all. Shouldn't we tell Thórin?"

"Uhh, no. Let's not worry him." Fíli declined. "As our official burglar, we thought you might like to look into it."

Bilbo looks around and sees some trees recently uprooted and laying on the ground. "Well, uh...look, some-something big uprooted these trees."

"That was our thinking." Kíli said.

"Something very big, and possibly quite dangerous." Bilbo guessed.

"Hey! There's a light." Fíli whispered when he noticed the light. "Over here! Stay down."

Fíli, Kíli, and Bilbo immediately run through the forest toward the light, and hide behind a log when they realize that it is a fire. That was when they heard harsh laughter sounds from near the fire.

"What is it?" Bilbo asked quietly.

"Trolls." Kíli whispered back to him.

As Fíli and Kíli run toward the fire, Bilbo starts to follow them until he grabs the two bowls of soup he left on the log. He then continues to run after them, but that was when he was forced to hide behind a tree when he saw a massive troll, who had been carrying two ponies, walks towards the fire camp.

"He's got Myrtle and Minty!" Bilbo whispered. "I think they're going to eat them, we have to do something."

"Yes… you should." Kíli nodded to Bilbo's idea. "Mountain trolls are slow and stupid, and you're so small."

"N-n-no-" Bilbo declined.

"They'll never see you." Kíli promised him quietly. "It's perfectly safe! We'll be right behind you."

"If you run into trouble, hoot twice like a barn owl, once like a brown owl." Fíli instructed him quietly.

"Twice like a barn owl, twice like a brown-once like a brown?" Bilbo whispered to Fíli's instructions to himself, but he tried to remember them, but gets mixed up. "Are you sure this is a good idea?" He turns around to see that Fíli and Kíli were gone.

* * *

While Bilbo Baggins was now on a desperate mission to rescue the four ponies, the three trolls, who were named Bert, Tom, and William, were sitting around a cauldron where they were cooking dinner for themselves. Tom, who had been carrying the Myrtle and Minty, placed them with the other ponies Daisy and Bungo.

"Mutton yesterday, mutton today, and blimey, if it don't look like mutton again tomorrow." Bert complained, thinking that he would have the same meal again every day.

"Quit yer' griping." Tom said. "These ain't sheep. These is West Nags!"

"Oh, I don't like `orse." William complained. "I never `ave. Not enough fat on them."

"Well, it's better than the leathery old farmer." Bert remembered. "All skin and bone, he was. I'm still picking bits of him out of me teeth."

"AH-CHOO!" William sneezed into the pot that Bert had been boiling over the fire.

"Oh, that's lovely, that is; a floater." Bert remarked.

"Oh, might improve the flavor!" Tom suggested.

"Ah! There's more where that came from." William said and began to sneeze more, but Bert grabs him by the nose.

"Oh no you don't!" Bert shouted as he continued to hold William by the nose. "I made this dinner! And I'm not going to let you ruin it just like the last time!" He throws William back. "Now sit down, and I don't even think of sneezing in the pot again!"

"Sorry Bert." William said, apologizing until he began to sneeze again, this time in his handkerchief.

Bilbo, who had been hiding, reaches for the pen where Daisy, Bungo, Myrtle, and Minty were held as prisoners. He attempted to untie the ropes, but he had to hide again when William turns towards him.

"I hope you're gonna gut these nags." William sighed. "But I don't like the stinky parts."

Bert hits William with his ladle, and William squealed in pain.

"I said sit down!" Bert bellowed.

"I'm starving! Are we `aving horse tonight or what?" Tom asked, complaining on what meal he's having.

"Shut your cakehole!" Bert exclaimed. "You'll eat what I give ya!"

As William pulls out his handkerchief, Bilbo sees that he's wearing a long knife in his belt. Bilbo, unable to untie the ropes restraining the ponies, attempts to get the knife from the troll.

"How come 'e's the cook?" Tom complained again. "Everything tastes the same. Everything tastes like chicken."

"Except the chicken." William stated.

"Well then it tastes like fish!" Tom assumed the taste.

"I'm just saying, a little appreciation would be nice." Bert paused for a moment. Then he continues to stir. "Here's what I prefer you say: 'Thank you very much, Bert,' 'Lovely stew, Bert'. How hard is that? Hmm, it just needs a sprinkle of squirrel dung." Suddenly, he turns to see William picking up his mug. Bert gets really mad at him. "Hey, that's my grog!"

"Uhh, uhh, sorry." William whimpered.

Bert hits William with his ladle again, knocking him down. As William gets back up, Bert tastes the soup in his ladle.

"Ooh, that is beautifully balanced, that is." Bert remarked on the taste.

Bert lets Tom taste some of the soup in the ladle.

"Oh that is so balanced." William gulps it down.

"Eh? Good, innit?" Bert chuckled. "Heh, heh, heh. That's why I'm the cook."

Bilbo gets behind William and tries to reach for the knife, but William stand up and scratches his bottom for a minute. Then he sits back down. Bilbo looks disgusted, but he continued to reach the knife.

"Me guts are grumbling, I've got to snaffle something." Tom groaned. "Flesh I need, flesh!"

William, about to sneeze, reaches behind him for his handkerchief, but accidentally grabs Bilbo instead, and sneezes all over him. He then realizes that he's not holding any ordinary booger.

"Argh!" William screamed. "Blimey! Bert! Bert! Look what's come out of me 'ooter! It's got arms and legs and everything."

Bert and Tom gather around to look what William held in his hand.

"What is it?" Tom asked.

"I don't know, but I don't like the way it wriggles around!" William replied nervously and shakes Bilbo off.

On the ground, Bilbo was covered in snot. He immediately gets up and finds a way to escape, only for Bert, Tom, and William to surround him.

"What are you then?" Tom asked in a growl. "An oversized squirrel?"

"I'm a burglar- uhh, Hobbit." Bilbo corrected.

"A Burgla-Hobbit?" William exclaimed in confusion.

"Can we cook `im?" Tom asked in a grin.

"We can try!" William giggled as he tried to grab Bilbo.

Bilbo ducks and tries to flee, only to be cornered by Bert.

"He wouldn't make more than a mouthful, not when he's skinned and boned!" Bert suggested loudly.

"Perhaps there's more Burglar-Hobbits around these parts." Tom believed. "Might be enough for a pie."

"Grab him!" Bert shouted.

"It's too quick!" William exclaimed, trying to grab Bilbo.

As the trolls try to catch Bilbo, he runs around trying to dodge them. Bert accidentally hits William with his ladle while trying to hit Bilbo. Bilbo is eventually caught by the legs by Tom, and held upside down in the air.

"Gotcha!" Tom growled. "Now… are there any more you little fellas `iding where you shouldn't?"

"Nope." Bilbo responded, trying to hide the truth.

"He's lying." William hissed.

"No I'm not!" Bilbo exclaimed, trying to admit.

"Hold his toes over the fire." William suggested. "Make him squeal."

Suddenly, Spike runs out of the bushes and cuts William in the leg, making him howl and fall down.

"Alright… drop him!" Spike yelled at the trolls.

"You what?" Tom asked angrily as he held Bilbo.

"I said… drop him!" Spike yelled at him. "Now!"

Tom throws Bilbo at Spike who managed to catch him, but knock them both down. That was when Thórin, Fíli, Kíli, Bálin, Dóri, Dwálin, Glóin, Nóri, Óin, Óri, Dís, Bifur, Bofur, Bombur, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Tara, Oz, Willow, Spike, Buffy, Heidi, Larry, Gwen, Kyle, Roy, Tor, Scott, Lance, Devon, Amy, Owen, and Percy charge out of the bushes yelling and brandishing their weapons. They begin fighting the trolls, hacking, slashing, and hammering their legs. As the Scooby Gang and Company fight, Bilbo grabs William's knife and cuts the ropes, freeing the ponies. Tom, seeing this, grabs Bilbo. Both groups stop fighting when they see the trolls holding Bilbo by the the arms and legs.

"Bilbo!" Kíli shouted when he noticed Bilbo been held.

"No, don't!" Riley shouted, preventing him from doing it.

"Lay down your arms, or we'll rip his off." Tom threatened.

Thórin looks at Bilbo in frustration, then plants his sword in the ground. The others were forced to drop their swords and weapons well.

"What are they going to do to us now?" Willow asked nervously.

Gwen turns to Cordelia with a frightful look on her face. "Cordy, do you think they're going to eat us?"

"I have a feeling in my heart that they might." Cordelia assumed in a worried tone.

* * *

Later on, Bert, Tom, and William had tied Dwálin, Bofur, Dóri, Óri, and Nóri onto a spit and are roasting them over a fire while Bilbo, Angel, Buffy, Thórin, Fíli, Kíli, Faith, Amy, Cordelia, Devon, Gwen, Harmony, Heidi, Jonathan, Kyle, Anya, Lance, Larry, Owen, Oz, Percy, Rhonda, Roy, Scott, Spike, Tor, Willow, Xander, Bálin, Glóin, Óin, Bombur, and Bifur were tied up in sacks nearby.

"Well this is fun." Harmony spat. "Getting ourselves tied up by a trio of nasty, ugly trolls who are now going to eat us."

"I don't want to be eaten." Lance cried. "I'm too young to be eaten at this certain time."

"Do you really think this is necessary?" Willow asked shyly.

"Don't bother cooking them." William argued. "Let's just sit on them and squash them into jelly."

"They should be sauteed and grilled with a sprinkle of sage." Bert said, sprinkling sage on the dwarves.

"Ooh, that does sound quite nice." William said, astonished.

"I don't want to die." Jonathan muttered to himself many times.

"Will you stop that?" Larry snapped quietly at him.

"Never mind the seasoning; we ain't got all night! Dawn ain't far away, so let's get a move on. I don't fancy being turned to stone." William informed.

While the others were arguing, making noises, and talking in fear, Bilbo was the only one who heard what Tom said. That was when he had an idea.

"Wait!" Bilbo called the trolls. "You are making a terrible mistake."

"What are you doing?" Percy shouted at the hobbit.

"You can't reason with them, they're half-wits!" Dóri cried.

"Half-wits? What does that make us?" Xander asked.

"I don't have a bloody clue." Spike groaned in frustration.

Bilbo manages to stand up, although still tied up in a sack. "Uh, I meant with the, uh, with, uh, with the seasoning."

"What about the seasoning?" Bert asked.

"Well have you smelt them?" Bilbo asked him. "You're going to need something stronger than sage before you plate this lot up."

"What?" Roy exclaimed.

"Traitor!" Anya yelled.

"Traitor!" Devon shouted.

"What are you doing?" Lysette cried.

"I'll get you for this!" Kyle shouted angrily at the hobbit.

"What do you know about cooking a dwarves or humans?" Tom asked in a growl.

"Shut up, and let the, uh, burglar hobbit talk." Bert said, allowing Bilbo to continue.

"Uh, th-the secret to cooking dwarf is, um-" Bilbo thought.

"Yes? Come on." Bert urged him hastily. "Tell us the secret."

"Ye-yes, I'm telling you, the secret is … to skin them first!" Bilbo replied.

"Skin us!" Cordelia cried in shock.

"Are you insane?" Xander yelled.

"If I get you, you little twerp!" Rhonda bellowed.

"Tom, get me the filleting knife." Bert said to him with a grin. "This burglar hobbit is proving a good worth of assistance."

The Scoobies and the Dwarves started to yell and shout at Bilbo, thinking that he betrayed them.

"Oh that's a load of rubbish!" Tom exclaimed and argued. "I've eaten plenty with their skins on. Scuff them, I say, boots and all."

Suddenly, Angel turns to sees Gandalf slipping behind some trees nearby. Then, he finally realized that Bilbo was actually stalling them.

"What is he doing?" Buffy asked nervously.

"He's stalling them." Angel whispered back to her. "Think of that, we need to do the exact same thing."

"Right." Buffy whispered, nodding her head to his agreement. Then, she turns to Xander. "Xander, we need to stall them."

"Stall them?" Xander asked, bewildered. "How?"

"Because Bilbo is stalling them." Buffy said truthfully.

"Wait, is that what he was doing the whole time?" Xander asked quietly. "Stalling?"

"We need to stall them." Buffy whispered.

"You know, Tom's right!" William said. "Nothing wrong with a bit of raw human!" He grabs Cordelia, who is in a sack, and dangles her upside down over his mouth.

"O-Oh no!" Cordelia cried. "Help!"

"Not-not her, she—she's infected!" Bilbo exclaimed.

"Huh!" William asked.

"You what?" Tom asked as well.

"Yeah, she's got worms in her… tubes." Bilbo lied.

"What did you just say?" Cordelia asked, crying.

William drops Cordelia back into the pile in disgust.

"OW!" Cordelia screamed.

"In-in fact they all have, they're in-infested with parasites." Bilbo continued to stall them as much as he could. "It's a terrible business; I wouldn't risk it, I really wouldn't."

"Parasites, did he say parasites?" Óin asked.

"We don't have parasites!" Kíli yelled at him. "You have parasites!"

"What are you talking about, laddie?" Glóin asked, growling.

The rest of the dwarves chime in about how they don't have parasites and how Bilbo was acting like a fool. Bilbo rolls his eyes as the dwarves mess up his plan. Buffy understood his plan and kicks one of the dwarves. They then understand and go along with it. All the Dwarves and Scoobies begin proclaiming about how they're "riddled" with parasites.

"The dwarves are right." Gwen called to the trolls. "I got parasites too."

"Mine are the biggest parasites, I've got huge parasites!" Larry exclaimed.

"We're riddled with parasites." Willow said shyly.

"Yes we are. Badly!" Xander claimed.

"I'm infected too." Tara claimed as well.

"So am I." Jonathan cried nervously.

"We're all infected with parasites, I was born with parasites." Cordelia said, making it up.

"I've got one parasite that is big as my heart." Spike joked.

Tom walked up to Bilbo. "What would you have us do, then, let 'em all go?" He asked him in a low growl.

"Well..." Bilbo paused.

"You think I don't know what you're up to?" Bert growled at pushed him away twice with his finger. Then he turns to Bert. "This little ferret is taking us for fools!"

"Did he just call us ferrets?" Faith asked Spike.

Gandalf appears on top of a large rock above the clearing and yells. "The dawn will take you all!"

"Who's that?" Tom asked, staring at the wizard.

"No idea." Bert replied.

"Can we eat him too?" William asked.

Gandalf strikes the rock with his staff, splitting it in half, allowing the sunlight behind it to pour into the clearing. When the sunlight touches the trolls' skin, they begin turning into stone amidst loud screams and howls of pain. Within seconds, there are three stone statues of trolls in the clearing. All the dwarves and the Scooby Gang cheer for Gandalf and looked on in amazement while Dwálin, Bofur, Dóri, Óri, and Nóri were still groaning and remained tied on the spit uncomfortably.

* * *

After the deaths of Bert, Tom, and William, who were all petrified by the light of the sun, Dwálin, Bofur, Dóri, Óri, and Nóri were freed by Larry, Oz, Xander, Faith, and Scott.

"Here we go!" Larry said, untying Bofur.

"Thanks lad." Bofur replied.

"Don't mention it." Larry said, giving him a nod.

"Man that was something." Xander sighed in relief.

"I felt suffocated when those ugly trolls placed me in that sack." Anya scoffed.

"Well at least we're alright." Xander said.

Anya walked up to observe one of the stoned trolls. "Sunlight kills vampires, and sunlight turns trolls into stone. How weird is that?"

Gandalf walks to one of the troll statues and thumps it with his staff, with a pleased smile on his face.

Angel walks over to Gandalf and asked. "So where did you run off too?"

"To look ahead." Gandalf replied to him.

"And what brought you back?" Spike asked as he came to them.

"Looking behind." Gandalf shrugged. "Nasty business. Still, they are all in one piece."

"Well no thanks to your burglar." Angel admired about Bilbo. "It was really cleaver of what he did."

"And at least he had the nous to play for time." Harmony said.

"I'm surprised that none of us could've thought of that." Rhonda said in disgust and rolled her eyes.

"Where did these trolls actually come from?" Buffy asked, examining the statues.

"They must have come down from the Ettenmoors." Gandalf assumed during his examinination on the statues.

"Since when do stone trolls venture this far south?" Thórin asked.

"Oh, not for an age... not since a darker power ruled these lands." Gandalf remembered.

"What kind of dark power do you mention?" Amy asked.

"Well these trolls couldn't move in daylight." Angel said. "Its possible in the daytime that these creatures find a place to prevent themselves from been turned to stone."

"Caves!" Buffy answered. "Its possible that these trolls sleep in caves during the daytime."

"Then there must be one nearby." Thórin said.

* * *

The Company of Oakenshield and the Scooby Gang find a large cave troll, which was where Bert, Tom, and William have lived. Everyone looks around and stares in awe when they notice that the whole place was filled with treasure that the trolls had hoarded.

"Oh, what is that horrible stench?" Cordelia asked, holding her nose.

"I don't want to know." Faith said, holding her nose too.

"It's a troll hoard." Gandalf said. "Be careful what you touch."

Inside, the Scoobies stare in wonder at the piles of gold coins and other treasure in caskets.

"Seems a shame just to leave this gold lying around." Jonathan stared in wonder.

"Yeah." Larry nodded. "I mean anyone could take it."

Scott grabs a handful of gold coins and scoffed in excitement. "We hit a jackpot!"

"WOW!" Percy exclaimed and grabbed a bag of gold coins.

"We're making a long term deposit." Kyle chuckled in excitement.

While exploring, Buffy finds two swords covered in cobwebs. "These swords were not made by any troll." She hands one to Gandalf and keeps the other one.

"Nor were they made by any smith among men." Gandalf examined the sword and draws it out in his hand out of its sheath a few inches. Then, his eyes widen in surprise. "These were forged in Gondolin by the High Elves of the First Age."

"The High Elves of the First Age?" Buffy asked, sounding bewildered.

Thórin overheard everything and leaves the cave in disgust. Xander notices.

"Hey what's his problem?" Oz whispered to him about Thórin.

"I don't have the slightest idea." Xander whispered back.

Buffy, however, holds on to the sword. She draws it out of its sheath a few inches as well. "This is very interesting." She whispered in awe. "I've never seen sword look like this before."

* * *

As everyone was moving out of the cave with a lot of items, especially all the gold that lied around, Gandalf steps on something metallic. Brushing aside the leaves beneath him with his staff, he finds another sword. Gandalf exits the cave and heads over to where Bilbo is sitting.

"Bilbo!" Gandalf called to him and hands the hobbit the sword he just found. "Here. This is about your size."

Bilbo examines the sword and responded. "I can't take this."

"The blade is of Elvish make which means it will glow blue when orcs or goblins are nearby." Gandalf explained about the sword.

"I have never used a sword in my life." Bilbo said.

"And I hope you never have to." Gandalf continued. "But if you do, remember this: true courage is about knowing not when to take a life, but when to spare one."

"Something's coming!" Spike yelled.

"Stay together!" Buffy yelled as well. "Arm yourselves!"

"Come on!" Faith shouted and drew out both her sword and stake in defense.


	6. Rivendell

The Scoobies and Dwarves ready their weapons and arm themselves for what is coming their way. That was when a brown-bearded man rides at full speed through the forest on his rabbit-drawn sled. He pulls up short by the Dwarves and Scoobies.

"Thieves! Fire! Murder!" The brown-bearded man cried out, as if he was alerting something.

"Who the bloody hell are you?" Spike asked, raising his weapon in defense with the others.

"Radagast!" Gandalf said in relief and walks over to him. "Radagast the Brown. Ah. What on earth are you doing here?"

"I was looking for you, Gandalf." Radagast replied back to him in a quick tone. "Something's wrong. Something's terribly wrong."

"And what is the emergency?" Gandalf asked, wanting to know.

Radagast opens his mouth to speak, but shuts it. He opens his mouth again, but closes it again. He has forgotten what he was going to say. "Oh, just give me a minute." He continues to his mouth, but closes it again and again. "Um, oh, I had a thought, and now I've lost it. It was, it was right there, on the tip of my tongue." He curls up his tongue, and looks surprised. "Oh, it's not a thought at all; it's a silly old..."

Gandalf pulls a stick insect out of Radagast's mouth. "By believe this might be the reason."

"Stick insect!" Radagast said, looking intrigued.

The Dwarves, Scoobies, and Bilbo all looked flustered.

* * *

As the Dwarves and Scoobies had been sitting around and relaxing, Radagast and Gandalf go off a few paces and speak privately.

"The Greenwood is sick, Gandalf." Radagast explained about the situation. "A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs."

"Webs? What do you mean?" Gandalf asked.

"Spiders, Gandalf. Giant ones." Radagast answered the question. "Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur."

"Dol Guldur? But the old fortress is abandoned." Gandalf added.

"No, Gandalf, it is not." Radagast shook his head and continued to explain his story. "A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits of the dead. I saw him, Gandalf. From out of the darkness, a Necromancer has come."

Gandalf cleans his pipe with his beard, then offers it to Radagast. "Try a bit of Old Toby." He offered the pipe. "It'll help settle your nerves."

Radagast breathes in the smoke, but while that happens, his eyes crossed and gave a blissful look on his face as he blows out the smoke.

"Now, the Necromancer." Gandalf brought it back up. "Are you sure?"

Radagast pulls out a cloth-wrapped package and hands it to Gandalf. Gandalf unties it and opens it; upon seeing its contents, he looks concerned.

"That is not from the world of the living." Radagast whispered.

* * *

Suddenly, a howl was heard in the distance of the forest.

"What was that?" Tara asked, looking panicked.

"I don't know, it sounded like a wolf." Riley described the sound of the howl.

"Wait a minute, are there wolves out there?" Bilbo asked.

"Wolves? No, that is not a wolf?" Bofur shook his head.

"What do you mean its a not a wolf?" Harmony snapped.

From behind a nearby crag, a large canine beast emerges. Angel looks up and saw it.

"Look out!" Angel yelled.

The monstrous beast leaps into the midst of the two groups; knocking down one of the dwarves.

"Kill it!" Xander yelled.

Riley and Kyle both kill the canine beast with their weapons, but that was when another one attacks from the other side. Kíli shoots it with an arrow, bringing it down. However, it gets back up, only to be killed by Faith.

"What are those things?" Cordelia cried out suddenly.

"Warg-Scouts!" Thórin responded loudly. "Which means an Orc pack is not far behind."

"Wait a minute, an Orc-pack?" Xander snapped.

"What's an orc pack?" Willow asked nervously.

"Who did you tell about your quest, beyond your kin?" Gandalf demanded.

"No one." Thórin replied softly.

"WHO DID YOU TELL?" Gandalf barked.

"No one I swear!" Thórin promised him loudly for the wizard to hear.

"What the hell is going on here?" Cordelia asked in a panic.

"We're all been hunted." Gandalf answered her.

"We have to get out here." Spike said. "We have to get the bloody hell out of this."

"We can't! We have no ponies; they bolted." Óri informed worriedly.

"Oh that's great." Faith sighed with a grin on her face.

"Well what are we going to do?" Xander asked. "We can't just sit around and wait for these poachers to hunt us down."

"I'll draw them off." Radagast volunteered.

"These are Gundabad Wargs; they will outrun you." Gandalf warned him.

"These are Rhosgobel Rabbits." Radagast stated and grinned. "I'd like to see them try."

* * *

Howls were heard all over the forest. The orc pack was led by a ferocious Gundabad Orc Hunter named Yazneg. Yazneg and his pack had been searching all over for the Dwarves and was willing to deliver their heads to his unnamed master. As he sent a couple of wargs to sniff out a different section of the forest, Radagast and his rabbits shoot out of the forest, and all the Wargs and riders start chasing him.

"Come and get me! Ha ha!" Radagast laughed as he was been chased.

Gandalf watches from behind a rock as Radagast and the Wargs disappear in the distance. He beckons both groups to follow him. "Come on!"

The Dwarves and Scoobies rush across the rocky plains while Radagast was been chased by the warg pack. As the both groups run across the plain, they see the pack not too far from them, so they hide behind the rocks.

"What is he doing?" Jonathan asked quietly.

"Everyone stay together." Buffy said to him and the others.

"Okay, let's move." Angel replied.

Both groups continue to run while Radagast drives his sled beneath an overhanging projection of rock. He managed to duck, but the Gundabad Orc on his warg behind him gets knocked off. As the chase continues, Faith and Larry grab Lance who was running out of the cover.

"Lance, no!" Larry exclaimed as he pulled him back. "Pay attention to yourself."

"Sorry." Lance apologized.

"Come on! Quick!" Gandalf beckoned the others to follow him.

"Excuse me, but where are you leading us?" Amy asked him.

Gandalf doesn't answer her question and beckons her to keep up. Amy sighs and runs.

As the pack chase Radagast, an orc scout named Lagdush made a sudden stop and smells through the air. The Dwarves and Scoobies take cover behind an outcropping of rock when Lagdush and his warg appear on top of the outcropping. As the orc hunter sniffed all around the air, Thórin looks at Kíli and gives him a nod. Kíli readies his arrow and immediately steps out and shoots the Warg. The Warg and the orc on it fall near the dwarves, and the dwarves kill them. The sounds of their fight carry quite far; the other Wargs and Orcs stop chasing Radagast as they hear roars and screams from behind the rocks.

"Move! Run!" Gandalf yelled when he heard the howls that were coming straight towards the group.

"Let's go! Let's go!" Faith shouted.

The Dwarves and Scoobies run through the grassy plains, but that was when Wargs and Orcs begin to surround them from all sides.

"There they are!" Tor shouted, pointing at a couple of wargs that spotted them.

"Kíli! Shoot them!" Thórin called to his nephew.

They run for a while longer, then halt in a clearing as they see Wargs on all sides.

"There's more coming!" Harmony shouted.

Looking around, Gandalf sees a large rock and runs toward it and disappears.

"We're surrounded!" Tara cried.

Kíli begins shooting at the Warg and the Warg-riders that were coming all around in each direction.

"Where the bloody hell is Gandalf?" Spike exclaimed.

"Where did he run off too?" Amy asked, looking around for him.

"Did he just abandon us?" Jonathan asked worriedly.

"Everyone, gather!" Buffy shouted.

"Stand firm!" Angel yelled.

As the Dwarves and Scoobies gather close to each other near the rock Gandalf disappeared by, Yazneg and his fellow riders begin to approach them. Óri shoots a rock at Yazneg with his slingshot, to no effect.

"Hold your ground!" Thórin barked.

Before the Dwarves and Scoobies were ready to engage the enemy, Gandalf pops up from a crack in the rock.

"This way, you fools!" Gandalf shouted at them.

As the Wargs approach, the Dwarves and Scoobies slide into the large crack in the rock, in which they were all sliding into a cave. Thórin and Kíli were the last ones to jump into the crack. Just as Yazneg and his pack reach the crack, a horn sounds, and a group of mounted Elves rush into the fray, shooting and spearing the Wargs and Orcs.

"What was that?" Gwen asked, hearing the sound.

"Sounds like fighting." Harmony assumed.

The Dwarves and Scoobies listen to the conflict from inside the crack. That was when one of the orcs falls into the cave.

"Look out!" Scott yelled.

"Aaaaahhh!" Jonathan screamed.

"Its dead, Jonathan." Larry assured him.

Thórin plucks out the arrow and examines its make. "Elves." He spat in disgust and threw the arrow to the rocky floor.

"Hey guys, look." Rhonda pointed at a the end of the cave, leading away.

"We cannot see where the pathway leads. Do we follow it or no?" Kyle asked them.

"Ah, follow it of course." Harmony suggested without thinking.

"I think that would be wise." Xander agreed.

* * *

For minutes, the Dwarves and Scoobies had been following the secret path.

"Gosh, its so narrow." Willow said. "I'm having a bit trouble here."

"Me too." Tara said.

As they are all walking, Amy makes a sudden stop and turns around to look at Gandalf. "Gandalf, where are we?" She asked him.

"You can feel it?" Gandalf replied.

"Yes." Amy said. "It feels like… well, it feels like magic."

"That's exactly what it is- a very powerful magic." Gandalf answered.

* * *

The pathway eventually opens out into an open area.

"Oh my... have you ever seen a city look like that before?" Cordelia asked in awe.

Below the valley below, was an elven city.

"The Valley of Imraldis." Gandalf introduced its name. "In the Common Tongue, it's known by a another name."

"Rivendell." Bilbo answered as he stared at the place.

"Here lies the last Homely House east of the sea." Gandalf said.

"It's beautiful." Xander remarked on the appearance of Rivendell.

Thórin turns angrily at Gandalf and said. "This was your plan all along, to seek refuge with our enemy."

"You have no enemies here, Thórin Oakenshield." Gandalf assured the angry dwarf. "The only ill-will to be found in this valley is that which you bring yourself."

"You think the Elves will give our quest their blessing?" Thórin asked. "They will try to stop us."

"Well of course they will." Gandalf said. "But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me."

* * *

Both groups follow Gandalf as they cross an elven bridge which leads them towards the entrance of Rivendell. While they were inside, the Scoobies noticed hundreds of elves that were walking anf strolling over the city. Bilbo and the Scoobies gaze in awe at the beauty of the place, but the Dwarves all looked uneasy by this.

Just then, a dark-haired elf walks down a flight of stairs and greets them.

"Mithrandir." The dark-haired elf greeted the wizard.

"Ah, Lindir." Gandalf greeted back.

"Lastannem i athrannedh i Vruinen." _(We heard you had crossed into the Valley.)_ Lindir said to him in elvish.

"I must speak with Lord Elrond." Gandalf said.

"My lord Elrond is not here." Lindir informed.

"Not here? Where is he?" Gandalf asked.

Suddenly, the Elvish horns from earlier are heard again. The Dwarves and Scoobies turn around and see a cavalry of armed elven warriors approaching along the bridge at a rapid rate.

"Ifridî bekâr!" _(Ready weapons!)_ Thórin bellowed in dwarfish. "Hold ranks!"

"What are they doing?" Roy asked, confused.

The dwarves bunch up together into a tight circle with their weapons pointed outward as the mounted Elves arrive and ride in circles around the dwarves. Eventually, they stop, and one elf, Elrond, separates himself from the others.

"Gandalf." Elrond called out to his old friend.

"Lord Elrond." Gandalf bows gracefully and speaks to him in elvish. "Mellonnen! Mo evínedh?" _(My friend! Where have you been?)_

"Farannem 'lamhoth i udul o charad." _(_ _We've been hunting a pack of Orcs that came up from the South.)_ Elrond explained to him in elvish. "Dagannem rim na Iant Vedui." _(We slew a number near the Hidden Pass.)_

Both Elrond and Gandalf embrace each other.

"Strange for Orcs to come so close to our borders. Something, or someone, has drawn them near." Elrond assumed as he held up an Orc sword and shows it to everyone, then hands it to Lindir.

"Ah, that may have been us." Gandalf chuckled.

Elrond turns to look at Thórin, who steps forward to meet his gaze. "Welcome Thórin, son of Thráin." He greeted the unhappy dwarf. "We are proud that you and your company made this far."

"I do not believe we have met." Thórin replied.

"You have your grandfather's bearing." Elrond said about him. "I knew Thrór when he ruled under the Mountain. He was good friend. He had so much will and honor with him, and so do you."

"Thank you, Lord Elrond." Thórin replied and made a slight bow to the elven lord. "My grandfather did mention you many years ago."

Elrond turns to the Scoobies and speaks to them in elvish. "Nartho i noer, toltho i viruvor. Boe i annam vann a nethail vin." _(Light the fires, bring forth the wine. We must feed our guests.)_

"What?" Tor asked confused.

"What the bloody hell did he just say to us?" Spike asked quietly.

"I have no idea." Cordelia answered.

"Uh, excuse me, we're very proud to be welcomed here, but we just don't understand what you just said." Buffy smiled.

"I bet he was offering all of us an insult!" Glóin growled.

"No, master Glóin, he's offering you food." Gandalf said exasperatedly to the dwarf.

The dwarves quickly discuss this amongst themselves.

"Ah well, in that case, lead on." Glóin insisted.

* * *

Later in the afternoon, Bilbo sat along with the Dwarves and Scoobies in various tables of the Elven Court.

"Look just try it." Percy said, insisting Óri to eat a piece of cabbage. "Just a mouth full."

"I don't like green food." Óri said.

Dwálin looks through a bowl of greens. "Where's the meat?"

Óin holds up a vegetable with his knife and looks at in disgust.

"I wonder Larry, do they have any chips around here?" Jonathan asked him and noticed he was eating carrots. He sounded annoyed. "Did you here what I've been telling you?"

"What, yeah!" Larry claimed. "Chips."

While Rhonda was eating, Kíli sat next to her and makes eye contact with a female Elven harp player. The harp player stares at him while playing when the friendly dwarf gave her a wink as a sign of liking her and the music she was playing. The female elven player smiled back and felt pleased while Kyle, Tor, Heidi, and Rhonda were now giving the dwarf stern looks.

"Can't say I fancy Elf maids myself." Kíli said, trying to play it off. "Too thin. They're all high cheekbones and creamy skin; not enough facial hair for me. Although…" He turns to see another elf walk by. "That one there's not bad."

"That's not an elf maid." Tor replied.

The elf in question turns to reveal that he is indeed not an elf maid. Kíli looks a bit shocked until Kyle, Tor, Rhonda, and Heidi burst out laughing.

"You actually fell for that you poor dope." Kyle laughed.

"Yeah, yeah, very funny." Kíli sighed in disgrace.


	7. Goblin-town

Back in Rivendell, the Scoobies and the Dwarves were having a early-morning breakfast and party in their quarters. They roast sausages over a fire made by burning the Elvish furniture.

While eating, Kyle looks at his sausage thoughtfully and turned up to see Bombur sitting on a bench that was making cracking noise. Kyle grinned and thought of something. "Hey Bombur!" He called to the fat dwarf. "Catch!"

Bombur looks up and catches the sausage that Kyle threw, however what the dwarf didn't realize was, the weight of the sausage was just too much for the bench. As the bench breaks, Bombur falls to the floor, along with all his food.

Kyle and everyone around him began to laugh uproariously.

"Now that's more like it!" Roy laughed.

"Now that's what I call entertainment." Spike laughed a bit.

"This is fun!" Faith laughed.

* * *

Meanwhile, Buffy, Angel, and Bilbo were wondering Rivendell separately when they overhear Gandalf and Elrond talking.

"Of course I was going to tell you." Gandalf said. "I was waiting for this very chance. And really, I – I think you can trust that I know what I am doing."

"Do you?" Elrond replied. "That dragon has slept for sixty years. What will happen if your plan should fail? If you wake that beast…"

"But if we succeed!" Gandalf cuts him off. "What if the dwarves take back the mountain, then our defenses in the east will be strengthened."

"It's a dangerous move, Gandalf." Elrond warned him.

As Bilbo, Angel, and Buffy were listening to them and felt very concerned of this, Thórin had been listening as well somewhere in a dark corner.

"It is also dangerous to do nothing!" Gandalf claimed. "Oh, come – the throne of Erebor is Thórin's birthright! What is it you fear?"

"Have you forgotten, a strain of madness runs deep in that family." Elrond explained. "His grandfather lost his mind. His father succumbed to the same sickness. Can you swear Thórin Oakenshield will not also fall? Gandalf, these decisions do not rest with us alone. It is not up to you or me to redraw the map of Middle-earth."

* * *

In the morning, the Scooby Gang and the Company of Oakenshield had left Rivendell altogether, leaving Gandalf behind while he was busy in a council meeting with Lord Elrond. They hike along the pathway from Rivendell.

"Be on your guard everyone." Buffy addressed the Scoobies. "We're about to step over the edge of the Wild."

"Weapons ready in case we run into trouble." Riley addressed as well.

Larry turmed to Jonathan. "Hey Jon, we should probably keep an eye on our little burglar."

"Right." Jonathan nodded, complying.

"Let's hope we have enough food and drinks for our journey to the East." Xander whispered to Larry.

"I got plenty of water bottles." Larry whispered back to him.

"Good thinking." Xander remarked.

"These boots are killing me." Cordelia groaned, feeling how her boots were tightening her.

"So are mine." Gwen groaned as well. "Should have brought my proper boots."

Faith walks up to Buffy. "So how do we know if Oakenshield is really up to the task?" She asked quietly.

"It's what I fear about him." Buffy whispered.

"What do you mean?" Faith asked quietly, wanting to know.

"I overheard what Lord Elrond was saying about Thórin." Buffy began to explain quietly. "Well, he kinda... mentioned that a sickness lies deep in him and his family."

"What kind of sickness?" Faith asked.

"That is something that I would very much want to know." Buffy answered. "Whatever happens, we need to be extra careful on what we are dealing with, Faith."

"A big fire breathing dragon that laid dormant in a mountain for many years." Faith scoffed. "Oh this is going to be thrilling."

"Okay, I am not quite amused by the word 'thrilling'." Buffy said in a boring tone.

Bilbo was last one following the two groups. He stops for one moment and turns around to stare at Rivendell one last time. He hoped that after this quest was fulfilled, he would one day return to Rivendell.

"Bilbo!" Devon called to him. "I suggest you keep up." He turns around and walks.

"Or he'll be left behind." Lisa whispered next to him.

* * *

For hours, the Company of Thórin Oakenshield and the Scooby Gang have been hiking through the wilderness of Middle-earth, over ranges, mountains, and plains. Eventually, during a fierce storm, both groups were crossing a narrow trail of the Misty Mountains. The trail had a cliff on one side and a sheer drop on the other.

"Everybody hold on!" Buffy shouted.

"Man, this is a weather that I hate." Owen spat. "Thunderous lighting."

As Bilbo walks, the stone beneath his feet gives away, and he starts falling into the chasm.

"Hang on!" Faith cried, managing to grab him in time and pull him back up. "Stay close to the edge, and you'll fall very quickly during a storm like this."

"We must find shelter!" Spike yelled.

"Keep moving!" Thórin shouted.

"Watch out!" Gwen screamed.

Everyone looks up and saw a massive boulder hurtling through the air. it hits the mountainside above them, causing rocks to fall all around them as they press themselves against the mountain.

"This is no thunder storm." Anya claimed. "It's a thunder battle." She points towards the distance and cried. "Look!"

A massive stone giant rears up from a nearby mountain. It rips off a massive boulder from the top of the mountain.

"What the bloody hell is that?" Spike asked, shouting.

"Those are giants!" Bofur cried. "Stone Giants!"

The Stone Giant throws the boulder far in the air when another one emerged from behind the Company and the Scoobies and it is hit in the head. Everyone shouts and cries to brace and hold on, and the rocks beneath their feet begin to give way from all the vibrations and from the impact of the falling rocks. The ground between some of the Company members splits; part of the group is on one side, and part on the other.

"HOLD ON!" Buffy yelled.

"Jonathan, grab my hand!" Larry shouted, trying to reach for Jonathan, but it was too late. The two look to each other in horror as Jonathan remains with the other half.

As the two stone giants fight with their fists, both groups from each separate side hold on tight as they are flung around. One of the groups manages to jump to a different spot. A third stone giant appears, and it throws a boulder at the head of one of the first two. That one falls over; as the first group watches, it appears to them that the other group of the Company has been smashed to bits. The hurt stone giant loses its footing and falls down to the valley below. The group rushes to the spot where the others appeared to have been crushed, but they are safe.

"We're alright!" Faith said loudly.

"That was wicked!" Tor remarked.

Xander rushes to Anya, who had been groaning in fear. "Hey, are you alright?"

"Yeah." Anya responded with a groan. "Never better."

Cordelia looked around and felt relieved that everyone was alright. Suddenly, her eyes began to grow worried when she finally noticed that someone was missing. "Wait, a minute, one is missing!" She exclaimed in panic.

"Where's Bilbo?" Gwen cried.

"There!" Scott pointed.

The Scoobies and the Dwarves saw Bilbo hanging onto the edge of the cliff with just his fingertips. Scott and Lance dive down to the ground and try to grab Bilbo's arm, but Bilbo slips and falls another few feet before he catches another handhold.

"Give me your hand!" Buffy shouted, offering her hand.

"Grab my hand!" Lance cried.

"Bilbo!" Scott shouted. "Grab our hands!"

Bilbo tries to reach, but he couldn't. Angel swings down on the cliff next to Bilbo and boost him up, where the others pull him to safety. He climbs himself back up without falling. Bilbo laid back on the cliff side in fear, and couldn't imagine how dangerous it was.

"You okay?" Willow asked.

Bilbo shook his head, still in fear.

"Hey its okay." Willow whispered and gave him comfort. "Your alright."

"I thought we'd lost our burglar." Dwálin said in relief.

"He's been lost ever since he left home." Thórin said in disgust. "He should never have come. He has no place amongst us."

The Scoobies overheard what he said. Some of them agreed that he was right, and that Bilbo should never have joined the Company of Oakenshield in the first place. The Scooby Gang and the Company of Oakenshield managed to find a cave while moving across the path that was growing a bit wider.

"It looks safe enough." Jonathan claimed.

"We need to be sure of that." Buffy said and turned to Larry. "Larry, you, Scott, and Owen go in first and check."

"Right." Larry complied and took out his flashlight. "Let's go."

Larry, Scott, and Owen search the cave and see nothing.

"There's nothing here." Scott called.

"This is perfect." Larry said. "This is good be an excellent spot to rest once this storm moves away."

* * *

Later on, the Company and the Scoobies were all resting. Bilbo, however, was pretending to be asleep as he stealthily opens his eyes and looks around. Seeing that no one is watching, he quietly rolls up his blankets and packs his things. Grabbing his walking stick, he starts to leave the cave, tiptoeing. Thinking it was safe and clear, he makes his way out until he walks into Heidi Barrie and Gwen Ditchik.

"Where do you think your going?" Gwen asked in whisper.

"Back to Rivendell." Bilbo replied back in a whisper to them.

"What do you mean?" Heidi asked quietly, giving him a concerned look on her face.

"What do I mean?" Bilbo scoffed quietly. "I'll tell what I mean. I've made a mistake."

"I don't understand." Gwen whispered, shaking her head. "Your part of the company."

"I'm not though, am I?" Bilbo asked her. "Thórin said I should never have come, and he was right."

"Thórin had no right to say that to you." Gwen whispered, feeling displeased of what she heard. "You can't just turn your back now."

"And that's exactly what I'm doing." Bilbo whispered, feeling that he made a mistake to himself. "I'm not a Took, I'm a Baggins, I don't know what I was thinking. I should never have run out my door."

"I-It's okay, Bilbo." Heidi whispered to him, showing comfort. "Your homesick, and I truly understand how you feel."

"No, you don't, you don't understand! None of you do." Bilbo argued in a whisper. "You used to - to this. I don't belong here. Don't you see... I'm a hobbit, and hobbits are not use to this kind of thing. Going out in the wild. I mean look at you three, your all use to this than me."

Heidi and Gwen looked at each other briefly and turned back to Bilbo.

Bilbo looked very repentant and whispered back to them. "I am sorry, I didn't mean to..."

"We understand." Heidi nodded. "Your right. You don't belong here."

"I'm glad you three understand." Bilbo whispered with a smile.

"We wish you all the luck in the world." Gwen whispered back with a smile too. "We really do."

Bilbo nodded his head and soon turns and begins to walk away.

"What's that?" Heidi asked, seeing something glowing.

Bilbo stopped and pulled out his sword partway out of its sheath and sees that it is growing bright blue.

"Bilbo, why is your sword glowing?" Gwen asked with a concerned look on her face.

"I don't know." Bilbo responded in a whisper. "I..." He paused for a moment and began to remember what Gandalf said to him while he was at the Trollshaws. He remembered that the blade would glow blue when Orcs, Goblins, or other types of creatures would be nearby.

* * *

Before Bilbo was about to alert everyone, Angel raised his head when he heard a strange machinery noise. He looks down and sees cracks form in the sand on the floor of the cave.

"Everyone, wake up!" Angel shouted.

Buffy wakes up suddenly and noticed what was going on. "Get up!" She yelled to her friends. "Hurry!"

Before the Scoobies, the Dwarves, and Bilbo were about to react, the whole floor on which they all slept on was revealed to be a giant trap door. The trap door immediately collapsed downwards, and everyone falls down the chute. Falling through a tunnel, the two groups land on a giant wooden platform.

"Well that was something." Lance groaned.

"I can't believe it!" Xander exclaimed. "We were actually sleeping on a trap door."

"LOOK OUT!" Cordelia screamed.

Everyone turns and witness a horde of goblins running towards them.

"ARM YOURSELVES!" Riley yelled.

Both the Scoobies and the Dwarves fight off the goblins, but there were too many of them. Many more kept on coming in, and some began to take away every weapon.

"There's too many!" Tor shouted when a few goblins grabbed hold of him. "Heidi, run!"

"TOR!" Heidi screamed and tried to get to him, but was suddenly grabbed by several goblins and was thrown to the ground.

"GET OFF ME!" Cordelia yelled while two goblins jumped on her. "HELP!"

"CORDY!" Xander yelled as he tried to help Cordelia, but one goblin threw a rope around his neck and pulled downwards.

Willow looked around when she was fighting back. "OZ!" She cried out for him. "TARA!"

"WILLOW!" Oz screamed as he tried to find her, but was overwhelmed and got himself captured as well.

"Get off!" Tara shouted as she tried to run, but there were too many goblins and they managed to tie her up.

"Get the bloody hell off me you little slimy buggers!" Spike bellowed as he threw a goblin right into Angel.

"Spike!" Angel growled.

Faith and Buffy fought side by side, but since there friends were getting themselves captured, they were forced to surrender.

* * *

As the Scoobies and the Dwarves were been led away by the goblins, Bilbo was the only one who didn't get captured. The goblins didn't even notice him at all and leave him behind. Gwen, Amy, Tor, Larry, Rhonda, and Devon turned and noticed Bilbo scampering behind some railing to hide as he watched the goblins proceed through the tunnels with their prisoners. Bilbo draws his sword, which is glowing bright blue, and slowly follows the goblins. Suddenly, one goblin jumps out in front of him and rushes at him with his sword. After a brief fight in which Bilbo barely manages to keep himself alive, the goblin and Bilbo both fall over the edge of a platform and fall through the darkness.

* * *

Meanwhile, the goblin horde brings the Scoobies and the Dwarves through a vast network of tunnels where they approach the open where a whole crowd of goblins were cheering. The two groups began to hear some kind of music and some of them covered their ears from hearing the musical sound. On a large, wide platform, a goblin who sat on the throne room was named Ogrod, the Great Goblin King. Ogrod was very massive, holding a mace topped with a skull. He is far larger than any other goblin, and he is incredibly ugly, with warts all over her swinging chin.

As Ogrod sits, he started coughing a bit when he began to hear the music. "I feel a song coming on!" He stands up and beginas to sing.

 _Snip snap, the black crack_

 _Grip, grab, pinch, and nab_

 _Batter and beat_

 _Milk 'em, stammer and squeak!_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

 _With a swish and smack_

 _And a whip and a crack_

 _Everybody talks when they're on our rack_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

 _Hammer and torch, get out your knockers and gongs_

 _You wont last long on the end of my prongs_

 _Clish, clash, crush and smash_

 _Bang, break, shiver and shake_

 _You can yell and yelp_

 _But there aint no help_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

After he finished singing, he walks back to this throne while the Scoobies and the Dwarves had been listening to his ridiculous. He sits back down and stares at them. "Catchy, isnt' it?" He said to the Scoobies and the Dwarves. "It's one of my own compositions."

"That's not a song, it's a bloody abomination!" Spike bellowed at the Goblin King.

"Bloody abomination you say?" Ogrod replied to Spike and gave him a wicked grin. "Bah... abominations, mutations, or deviations. I'm afraid... that's all you're gonna find down here."

"Just who do you think you are?" Harmony asked.

"I am Ogrod, the Great Goblin King, ruler of Goblin-town, and you fools have just entered my domain." Ogrod growled a bit and jumps off his throne, trampling several goblins, and approaches the Scoobies and the Dwarves to get closer look. "So tell me, why would you all be so bold as to come armed into my kingdom?" He demanded in a sharp tone. "Spies? Thieves? Assassins?"

One of the goblins named Grinnah replied to the King. "Dwarves and Humans, Your Malevolence."

"Dwarves... and Humans?" Ogrod asked, looking surprised. "Here... in my domain? How did they all get here?"

"We found them on the front porch." Grinnah explained. "They were all armed with weapons and other things Your Malevolence."

"Search them!" Ogrod commanded him and the goblins. "Search them all! Every crack, every crevice!"

The goblins start searching the Scoobies and Dwarves thoroughly, throwing away whatever they find. Óin's hearing trumpet was also thrown on the floor and crushed underfoot by Grinnah.

"Hey that's my..." Lance cried, but Kyle and Tor stopped him.

Grinnah takes out a bag and empties Elvish cutlery and candlesticks. The goblin captain snatches one of the elvish candles and reveals it to the King. "It is my belief, your great protuberance... as they are in league with Elves!"

Ogrod snatches it from Grinnah. "Made in Rivendell." He examined it. "Bah – Second Age, couldn't give it away!" He exclaimed, and tosses it aside. "So these dwarves and humans are leagued with the eternal Elves? Such a pity."

The dwarf Nóri had a guilty expression on his face as Xander, Buffy, Angel, Faith, Scott, Cordelia, and Harmony turn to look at him.

"Did you steal these?" Buffy hissed at the dwarf.

"Just a couple of keepsakes." Nóri explained.

Ogrod turns to look furiously at the Scoobies and the Dwarves after the goblins finished searching them. "What are you doing in these parts?" He asked in a demanding tone.

Before Angel or Buffy were about to speak, Óin steps in and spoke to them. "Uh don't worry, lads – I'll handle this."

"No tricks!" Ogrod said. "I want the truth! Warts and all!"

"You're going to have to speak up." Óin said to the King and showed him his trumpet that was flattened. "Your boys have flattened my trumpet."

"I'll flatten more more than your trumpet!" Ogrod roared and stomped angrily towards the half-deaf dwarf.

"Hold it! Hold it! If you want information, I'm the one you should speak to!" Jonathan offered.

"Speak!" Ogrod demanded in an angry growl.

"Um... well... we were... on a road." Jonathan explained, trying to make up a story, and made slight chuckle. "Ha-ha, well it's not so much a road as a path... actually, it's not even that, it's ah... more like a track. Anyway, the point is we were on this road, like a path or a track, and then we weren't! Which is a problem, because we were supposed to be in Sunnydale last Tuesday."

"Visiting distant relations." Cordelia added. "More like..."

"SHUT UP!" Ogrod roared even louder and sighed in anger. "If these dwarves and humans will not talk, well then... will have to make them squawk!" He shouts over an order to his kin. "Bring out the Mangler! Bring out the Bone Breaker!" He points his finger straight at Willow. "Start with the red-haired girl."

"M-Me." Willow whimpered.

"Yes... you!" Ogrod replied sharply. "Let's see if you incline in telling me the truth."

"WAIT!" Thórin roared and immediately steps forward to reveal himself to the Goblin King.

"Well, well, well, look who it is." Ogrod grinned in delight. "Thórin, son of Thráin, son of Thrór; King under the Mountain." He bowed exaggeratedly in front of Thórin. "Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really."

"You two guys know each other?" Faith asked.

"Of course we do." Ogrod replied to her. "He and I go way back."

"Well if you guys know each other, are you going to let us go?" Buffy asked the Goblin King.

"Yes... and no." Ogrod replied with a grin. "Sorry my dear, I'm afraid you and your friends are going to meet such a tragic end." he shook his head a bit. "Though, I'll save the torturuing for later, but as for you Thórin... there is someone that I know, who placed a pretty price for your head. Don't you know?" He stared at him with a grin and answered in a soft growl. "Oh, so you don't know." He chuckled evilly. "The person that put a price on you is an old enemy of yours. A Pale Orc... astride a White Warg."

Thórin looks up in surprise and disbelief. "Azog the Defiler is dead." He answered angrily at the Goblin King. "He was slain in battle long ago."

"So you think his defiling days are done, do you?" Ogrod laughed and shook his head twice. "Thórin, I'm afraid Azog... lives. He survived the Battle of Moria, and he was the one who placed the price on you. Who else could? Why is it that he was so eager in wiping out the line of Durin... hmm?"

"I don't believe you!" Thórin growled.

"You don't have to, but once I notify the Defiler that I have you in my grasp... I will enjoy watching you die, just like your grandfather." Ogrod sneered.

Buffy, Faith, Angel, and Spike exchange looks and nod at each other as a sign for a plan in getting out of Goblin-town.

Ogrod turns to a tiny goblin sitting in a basket and holding a slate. "Send word to the Pale Orc." He commanded the tiny goblin. "Tell him I have found his prize."

The tiny goblin writes down the message on his slate; cackling, he then pulls a lever, causing his basket to start sliding down a system of ropes and pulleys into the darkness.


	8. Riddles in the Dark

Somewhere deep under Goblin-town, Bilbo slowly wakes up and regains consciousness and finds himself in a dark cavern, lying behind a clump of large mushrooms. He sees the goblin who attacks him and was lying right near him. Thinking that the goblin was dead, Bilbo slowly moves, but noticed that it was still breathing. It was still alive. As the goblin was slowly waking up, Bilbo sees a strange figure approaching the goblin.

"Yes!" The creature growled in delight and spoke in a normal tone. "Yes!" Then he began to make a slithering voice. "Yesss! YESSS! Gollum! Gollum!" He made a croaking sound.

Out of sight behind the mushrooms, Bilbo watches the creature, who calls himself Gollum, circling around the goblin Gollum then begins pulling the goblin away by the feet. Suddenly, the goblin wakes up and begins flailing around. In a fit of rage, Gollum grabs a rock and pounds the goblin on the head with it, knocking it unconscious again. As Bilbo watches in horror, a golden ring falls out of Gollum's loincloth and falls on the floor. Gollum resumes pulling the unconscious goblin away.

"Nasty goblinses." Gollum spat. "Better than old bones, Precious! Better than nothing."

After Gollum dragged the goblin away, Bilbo emerged from his hiding spot and retrieved his sword which was still glowing blue. It meant that the goblin, which Gollum dragged, was not dead yet. By the light of the sword, Bilbo looks down on the ground and sees the Ring on the ground and picks it up. As he examined it, he could hear Gollum crying and moaning at the same time in the distance. Bilbo puts the Ring into his pocket and follows the sound of Gollum's voice.

"AAAAHHH! Too many boneses, Precious!" Gollum cried to himself. "Nothing enough flesh!" Then he growled to himself. "Shut up! Get its skin off." He grunted. "Start with its head." Gollum groaned a lot and then he began to sing a song. " _The cold hard lands, they bites our hands, they gnaws our feet. The rocks and stones, they're like old bones, all bare of meat. Cold as death, they have no breath, it's good to eat!_ " He continued to sing when the goblin groaned. "RAH!"

Rounding a corner, Bilbo sees Gollum silhouetted on top of a rock in the middle of a small lake. Gollum is singing as he beats the goblin's body. He smashes it in the head again with a rock. Seeing the glow of Bilbo's sword, Gollum looks up as Bilbo quickly hides behind a rock in a panic. However, the sword's light starts flickering, and completely dies out, signifying that the goblin was finally dead. Bilbo peeks out from behind the rock to see if Gollum was still busy having his meal. However, in a sight of shock, he noticed that the creature was no longer there. While Bilbo remains hidden, he slowly looks up and finds Gollum on a rock above him and then jumps down in front to face the frightened hobbit.

"Bless us and splash us, precious!" Gollum grinned wickedly in delight. "That's a meaty mouthful." He approached Bilbo and tries to bite him, but Bilbo places the point of his sword on Gollum's throat. "Aaahh." He gagged and did the same croaking sound earlier. "Gollum. Gollum. Ack." Then, the creature retreats slowly away in fear.

"Back. Stay back." Bilbo warned the creature. "I'm warning you, don't come any closer."

"It's got an elfish blade, but it's not an Elfs." Gollum said to himself. "Not an Elfs, no. What is it, Precious? What is it?"

"My name... is Bilbo Baggins." Bilbo said, continuing to his sword in front to defend himself.

"Bagginses?" Gollum asked, looking confused. "What is a Bagginses, Precious?"

"I'm a Hobbit from the Shire." Bilbo explained of where he came from.

"Oh!" Gollum yelped in joy. "We like Goblinses, batses, and fishes, but we hasn't tried Hobbitses before." He approaches him again and thought to himself. "Is it soft? Is it juicy?"

Bilbo olds out his sword in front of him and wildly waves it about. "Now, now, K-keep your distance!" He continued to threaten him. "I'll use this if I have to!"

"WAAAH!" Gollum snarled at Bilbo, causing the hobbit to step back from him.

"I don't want any trouble, do you understand?" Bilbo asked furiously. "Just show me the way to get out of here, and I'll be on my way."

"Why, is it lost?" Gollum asked.

"Yes, yes, and I want to get unlost as soon as possible." Bilbo explained the situation.

Upon hearing this, Gollum answers in a different voice than before. "Ooh! We knows! We knows safe paths for Hobbitses." He said in a happy voice. "Safe paths in the dark." Then he snarled to himself. "Shut up!"

"I didn't say anything." Bilbo said, confused.

"We wasn't talking to you." Gollum growled at Bilbo and continued to talk to himself. "But yes, we was, Precious, we was."

Bilbo went on to speak. "Look, uh, I don't know what your game is, but I-"

"GAMES?" Gollum exclaimed in excitement when he heard that word. "Oh, we love games, doesn't we, Precious? Does it like games? Does it? Does it? Does it like to play?" He laughed happily

"Maybe?" Bilbo replied as he held his sword in front.

Gollum holds up his hands, then begins reciting a riddle. "What has roots as nobody sees, is taller than trees. Up, up, up it goes, and yet, never grows."

"The mountain." Bilbo answered.

"Yess, yess." Gollum laughed uproariously. "Oh, let's have another one, eh? Yes, come on, do it again, do it—do it again. Ask us." Then he went back to been angry and snarled. "No! No more riddles. Finish him off. Finish him now. Gollum! Gollum!" He croaked, and begins to rush at Bilbo.

"No!" Bilbo exclaimed, raising his his hand to stop him and continues to speak. "No, no, no. I wa—I want to play. I do. I want to play. I can see you are very good at this. S—so, why don't we have a game of riddles? Yes, just, just you and me." He crouches until he is level with Gollum.

"Yes!" Bilbo whispered and nodded his head excitedly. "Yes, just, just—just us."

"Yes. Yes." Bilbo whispered back to him. "And—and if I win, you show me the way out."

"Yes. Yes." Gollum whispered and smarled to himself as he turned away from Bilbo. "And if it loses? What then? Well, if it loses, Precious, we will eats it!" He laughs to himself and turns back to face Bilbo. "If Baggins loses, we eats it whole."

Bilbo paused for several seconds and digests this new information. "Fair enough." He replied quietly as he stands up and puts his sword away while Gollum looks on interestedly.

"Well, Baggins first." Gollum insisted with a nod.

As Bilbo thinks of a riddle, Gollum rests his hands and chin on the edge of a rock.

"Ah thirty white horses on a red hill." Bilbo said his first riddle. "First they champ, then they stamp, then they stand still."

Gollum thinks, and keeps opening his eyes and mouth as if he knows the answer, then changes his mind. This goes on for several seconds, until he finally replied questioningly. "Teeth?"

Bilbo looked unhappy. "The answer is... correct."

Gollum became ecstatic. "Teeth!" He laughed laughs throatily. "Yes, my Precious. But we—we—we only have nine." He displayed his mouth , showing that he really does only have nine teeth. Then, he begins reciting his next riddle, while getting closer and closer to Bibo. "Our turn. Voiceless it cries, wingless flutters, toothless bites, mouthless mutters."

Bilbo keeps a large rock between the two of them and takes time to think. "Just a minute." He whispered, walking off and continued to think what the answer was.

"Ooh, ooh! We knows. We knows!" Gollum said excitedly, but growled to himself quietly. "Shut up!"

Bilbo continued to think and observed the water. That was when he noticed tiny waves forming as a breeze ruffles the surface of the water. He finally found the answer. "Wind." He whispered the answer and raised his voice for Gollum to hear. "It's wind! Of course it is."

"Very clever, Hobbitses." Gollum snarls in frustration and begins slinking around, approaching Bilbo. "Very clever."

As he gets too close for comfort, Bilbo pulls out his sword and points it at Gollum again, but also begins saying his own riddle. "Ah, ah, ah, ah. A—a box without hinges, key, o—or, or lid; yet golden treasure inside is hid."

Gollum thinks hard, talking to himself and making many hand motions. "A box...and a lid...and then a key..."

"Well?" Bilbo asked.

"It's nasty. Uh, box, uh..." Gollum continued to think.

"Give up?" Bilbo asked again.

"Give us a chance, precious!" Gollum complained. "Give us a chance!" He grumbled and moaned at the same time. Feeling frustrated, Gollum begins pounding the floor and snarling. He puckers his face up deeply, then suddenly opens his eyes wide as he gets the answer. "Eggses! Eggses!" He laughed in joy. "What crunchy little eggses, yes. Grandmother taught us to suck them, yes."

As Gollum laughed, Bilbo was distracted when he heard the noise of a bat in the darkness. He turned o look for the source of the noise. He turns back around to look back at Gollum, but he realized that the creature was gone.

"Ahh. We have one for you." Gollum echoed around him from different parts of the cave, and begins to speak his riddle from some unknown spot. "All things it devours, birds, beasts, trees, flowers. Gnaws iron, bites steel, grinds hard stones to meal. Answer us."

"Give me a moment, please, I gave you a good long while." Bilbo exclaimed and tried to think while at the same time he walks around with his sword drawn, looking for Gollum. "I don't know this one."

"Is it tasty?" Gollum asked, continung to echo all around Bilbo. "Is it scrumptious? Is it crunchable?" He appeared behind Bilbo and tries to grab him by the throat, but Bilbo jumps away and points his sword at Gollum.

"Let me think." Bilbo said hastily in a panic. "Let me think."

"It's stuck." Gollum sneered with a grin on his face. "Bagginses is stuck."

Bilbo paces back and forth next to the water, thinking.

Gollum smiles eerily and puts up his hands in a shrug. "Time's up." He begins to shift, and prepares to leap on Bilbo.

"Time. Ti—the answer is time." Bilbo responded.

Gollum snarled in frustration.

"Actually, it wasn't that hard." Bilbo shrugged a bit.

"Last question." Gollum said as he held a rock clutched behind his back with which to hit Bilbo. "Last chance."

"Ah, uh..." Bilbo paused and went on to think of a question.

"Ask us." Gollum smiled sweetly and then roared angrily. "ASK US!"

"Yes, yes, alright." Bilbo said calmly and went on to think as he trolls to the edge of the lake. He absentmindedly rubs his pocket and feels the ring inside. "What have I got in my pocket?"

"That's not fair." Gollum said, looking very disgusted and angry. "It's not fair!" He throws down the rock in frustration. "It's against the rules!

Bilbo made a startled noise when Gollum threw the rock.

"Ask us another one." Gollum demanded and complained.

"No, no, no, no." Bilbo refused and held his sword in front. "You said 'Ask me a question'. Well, that is my question. What have I got in my pocket?"

Gollum jumps off his rock and approaches Bilbo; Bilbo moves to keep a rock between him and Gollum.

"Three guesses, Precious." Gollum snarled. "It must give us three." He holds up two fingers to quantify three.

"Three guesses. Very well, guess away." Bilbo agreed.

"Handses!" Gollum said his first answer.

Bilbo pulls his hand out of his pocket just in time and replied. "Wrong, guess again."

Gollum crouches on the floor, trying to think of the answer. He mutters potential answers to himself and slaps the floor in increasing anger and ferocity as he fails to come up with the right answer. "Fish-bones, goblins' teeth, wet shells, bat's wings ... Knife!" Then he sighed in frustration. "Oh, shut up!"

"Wrong again." Bilbo said. "Last guess."

"String!" Gollum said the last answer. "Or nothing."

"Two guesses at once; wrong both times." Bilbo said.

Upon hearing this, Gollum falls to the floor and begins sob.

"So, come then, I won the game, you promised to show me the way out." Bilbo said, remembering the promise that Gollum made.

"Did we say so, Precious?" Gollum asked himself. "Did we say so?" He slowly turns around and glares hatefully at Bilbo. "What _has_ it got in its pocketses?"

Bilbo points his sword at Gollum. "That's no concern of yours. You lost."

"Lost?" Gollum grins as he slowly approaches Bilbo, planning to kill him. "Lost? Lost?" He reaches for something hidden at his side. Realizing that the item was not there, he grew shocked. He begins groping all over himself trying to find it. Where is it? Where is it? No! Ahh! Where is it? No! No!" Gollum scuttles around the cave, scattering bones and rocks as he searches in vain for the Ring. He even splashes through the shallows of the lake. His voice breaks as he cries out. "Lost! Curses and splashes, my precious is lost!"

While Gollum's back is toward him, Bilbo, realizing what it was that Gollum lost, quickly takes the Ring from his pocket and holds it in his hand behind his back. "What have you lost?" He asked him.

"Mustn't ask us!" Gollum cried. "Not its business! No! Gollum, Gollum." He leans over the edge of the lake, and continued to sob quietly. As he stares into the water, his sobs cease and his face becomes contorted in anger. "What has it got in its nasty little pocketses?"

In fear, Bilbo clutches the Ring behind him more tightly and points his sword at Gollum. Gollum slowly looks up in shock and anger.

"He stole it." Gollum whispered. "He stole it!" His voice suddenly gets louder and louder until he roared and snarled. "HE STOLE IT!" He throws a stone at Bilbo, but Bilbo deflects it with his sword.

Bilbo runs away in fear and Gollum begins to chase him. Bilbo hurries through a cave, fleeing from Gollum, whom we can hear in the distance.

"Give it to us!" Gollum demanded.

Bilbo was in a side cave; he sees Gollum running past the entrance of the cave he is in. Gasping, he turns around and tries to run through a crack in the wall. However, he gets stuck partway through. He looks up in fear as Gollum, attracted by the noise, backtracks and spots Bilbo stuck in the crack. Snarling, Gollum approaches Bilbo.

"It's ours." Gollum snarled. "It's ours!"

Bilbo exhales and pushes as hard as he can. he manages to slip through the crack, but his waistcoat buttons are ripped off in the process and they hit Gollum in the face. On the other side of the crack, Bilbo falls down from his exertions. As he hits the ground, the Ring, which was in his hand, flies into the air. As it descends, Bilbo reaches up to grab it; instead of landing in his hand, however, the Ring slides onto his finger, and Bilbo suddenly becomes invisible.

Gollum jumps into the area where Bilbo is, growling, and looks around for Bilbo; however, since Bilbo is invisible, he doesn't see him, and Gollum continues down the cave. Bilbo, with the Ring on, sees everything as if he's in a different reality. All the colors are muted, and the edges of everything were all blurred and wavy.

"Thief!" Gollum cried. "Baggins!"


	9. Escaping Goblin-town

Meanwhile, back in the throne of Goblin-town, dozens of Goblins were massive instruments of torture on their shoulders, and were bringing them to the Goblin King. Their plan was to have the Scoobies and the Dwarves tortured, probably for fun and entertainment.

While the Goblins were slowly bringing the massive instruments of torture, Ogrod went on to sing another song. " _Bones will be shattered, necks will be wrung! You'll be beaten and battered, from racks you'll be hung. You will lie down here and never be found, down in the deep of Goblin-town._ "

While Ogrod was singing, Grinnah was examining the weapons the Scoobies had. He then picks up Buffy's sword, Orcrist, and slides it a few inches out of its sheath. Recognizing the sword, he gasps in horror and throws down the sword. It lands in view of all the goblins. Recognizing it, the goblins howl in fear and rage as they retreat from it.

Ogrod runs rapidly to his throne, trampling many goblins on his way. "I know that sword! It is the Goblin-Cleaver!" He gasped loudly and pointed at the elvish blade. "The Biter, the blade that sliced a thousand necks."

As he speaks, Grinnah and the rest of the Goblins begin whipping the Dwarves and Scoobies with ropes and leaping upon them, biting and slashing.

"Slash them!" Ogrod yelled. "Beat them! Kill them! Kill them all! Cut off his head!"

Goblins hold Thórin down, and one of them pulls out a knife and prepares to behead the dwarf. Before tht could a happen, a massive explosion of bright light suddenly appeared out of nowhere, and the sound of a shockwave ripped through the cavern, flinging goblins in the air and destroying the torturing machines. Everyone, including Ogrod, Grinnah, the Dwarves and Scoobies, were knocked down by the bright light. When the force of the explosion has passed, most of the lights in the area have been snuffed out.

Willow, Tara, and Amy open their eyes and notice a shadow with a tall pointy hat walks up.

"Who is that?" Tara asked, staring at the shadowy figure.

"It's Gandalf!" Amy exclaimed in joy.

As the light eturns to the area, Gandalf holds his staff and sword as everyone slowly look up, recovering from the shock, and all stare at the wizard.

"Take up arms." Gandalf said softly. "Fight. FIGHT!"

Immediately, the Dwarves and the Scoobies all get up and begin to fight the goblins. As goblins run at Gandalf, he kills them with his sword and staff.

Ogrod was still lying on the ground and his eyes grow wide in shock when he noticed what the wizard was carrying. "He wields the Foe-Hammer!" He cried out loud to his kin and pointed frightfully at at Glamdring. "The Beater, bright as daylight!"

Some of the Scoobies and the Dwarves were managed to reach for their weapons and begin tossing each one to the others. Buffy managed to retrieve Orcrist from Thórin, and she went on to fight and slash a number of goblins. Angel and Spike fought back-to-back while Larry and Riley did the same. During the fight, Óin was crawling around while goblins were fighting off the Scoobies and the Dwarves. He managed to grab his hearing trumpet and managed to have it fixed a bit. Then, he grabs his weapon and uses to bash down a few goblins.

"CORDY!" Xander yelled.

Cordelia turns and noticed that Ogrod runs at her with his mace. She makes a scream, but that was when Buffy jumps forward in front of her and used her sword to deflect Ogrod's blow before he could harm Cordelia. The deflection caused Ogrod to stumble backwards and towards the edge of the platform, falling to the depths below and taking several goblins with him.

"Is that all you got." Faith said in a violent tone as she kills a number of goblins. "Come on!"

One of the goblins tries to lung towards her, but the slayer used the might of her sword to decapitate it. However, while the head was still on and the goblin made a moaning sound, Faith smiled a bit and used her sword to knock the head off the body.

"Follow me!" Gandalf shouted and beckoned the two groups to follow him. "Quick! Run!"

Cutting down the goblins around them, the Dwarves ad Scoobies follow the Gandalf and run along the pathway leading away from the throne where Ogrod sat. They were running through the suspended passageways of Goblin-town while hundreds of goblins were running after them.

"Keep running!" Riley shouted. "Faster!"

During the chase, Larry, Dwálin, and Spike see several goblins running towards them with their weapons locked in their hands.

Spike turns his head sideways and noticed something. "POST!" He bellowed as he, Larry, and Dwálin cut a guardrail post from the side of the path and they hold it out in front of them like a massive spear.

"CHARGE!" Larry yelled.

With the might of their strength, Larry, Dwálin, and Spike use the guardrail post to sweep off the oncoming goblins away. After that, they drop the rail and pull out their weapons and begin knocking aside a dozen more goblins that were coming towards them.

"There's more coming!" Heidi shouted.

The others did the same thing and fought off many goblins that were trying to prevent them from escaping their realm. While crossing a bridge, Kyle used his sword to knock off a goblin, who falls and lands on another suspended path, breaking the path and dropping all the goblins on it into the darkness below.

All the Dwarves, Scoobies, and Gandalf continue to fight off more goblins that coming all around them. Together, they all used their various weapons and fighting styles to kill of many goblins.

Angel looks up and sees a group of snarling goblins from the other side, and used ropes to swing towards them. "Cut the ropes!" He shouted.

Buffy, Larry, Oz, Xander, Faith, Owen, Cordelia, Lance, Jonathan, Anya, Thórin, Fíli, Dwálin, Glóin, Bifur, and Spike use their weapons to cut the ropes that were holding a raised platform in place. Once the ropes were cut off, the platform falls downwards, entangling the goblins swinging on the ropes.

As Kíli, Gwen, Willow, and Tara were fighting and killing a group of goblins that were in their way, several arrows flew towards their direction. Kíli and Gwen look forward and saw a group of goblin archers that were firing arrows at them. Together, the two use their style to deflect each arrow. While the four fighters kept on deflecting as much as they could, Willow and Tara grab hold a nearby and run in front to drop it on the oncoming goblins.

"Nice one, Willow!" Tara remarked.

Kíli, Gwen, Willow, and Tara run forward, pushing the ladder and the goblins it has trapped in front of them. As they approach a missing area of the path, the goblins fall down into the depths below and the Dwarves and Scoobies used it as a bridge to cross to the rest of the path. As soon as they cross it, Riley and Larry break off the ladder, preventing the goblins chasing them from crossing it.

"Quickly!" Gandalf yelled.

Continuing to run through the maze-like paths, Gandalf leads the Dwarves and Scoobies to a large section of the path which was suspended by ropes from above. Buffy and Faith slice some of the ropes, and the pathway swings away from the rest of the path, approaching a different path.

"JUMP!" Faith yelled as she jumps first.

Several of the Dwarves and the Scoobies managed to jump to the other path, but before the rest of them could, the suspended path swings back like a pendulum to where it started, and several goblins leap on. As the path swings back again, the rest of the Dwarves and Scoobies managed to jump to the new path as well. As Fíli jumps last, Mitch cuts the ropes, causing the swinging path and the goblins on it to fall to the dark cavern below.

Many more goblins were climbing all around the Scoobies and the Dwarves as they continue running through the tunnels, killing many in their way. During the chase, Gandalf strikes a rock above them with his staff, causing the rock to fall down and begin rolling in front of the Company, squashing all the goblins in their way.

Soon, they approach a bridge between two walls of the cavern. As they try to cross it, Ogrod suddenly breaks through from underneath the bridge and pulls himself up onto the bridge, in front of Gandalf, the Dwarves, and the Scoobies. As they all pause, hundreds of goblins approach them from all sides.

"You thought you could escape me?" Ogrod exclaimed and swings his mace twice at Gandalf, causing the wizard to stumble back and almost fall. "What are you going to do now, wizard?"

Gandalf leaps forward and strikes the Great Goblin in the eye with his staff.

"OW! OW! OW!" Ogrod cried in agony and dropped his mace and clutched his face in pain.

Then, Gandalf steps forward and slices Ogrod in the belly.

Ogrod falls to his knees, and clutches his belly. "That'll do it."

Gandalf swings his sword again and sliced Ogrod's neck, causing him to fall down dead.

"Well, at least that's over with." Jonathan said in relief.

Suddenly, the whole bridge started to shake due to the amount of weight.

"That doesn't sound good." Xander said, looking down.

"Here we go again." Willow cried.

The whole section of the bridge on which Gandalf, the Dwarves, and the Scoobies were standing on, breaks away from the rest of the bridge and starts sliding down the side of the cavern. The bridge slides at a terrific speed down the cavern's wall, demolishing everything in its way. Everyone clings on, yelling and screaming in terror. The bridge slows down and lands at the base of the cavern, breaking apart.

Gandalf jumps down first as the others follow him.

"Well, that could have been worse." Cordelia said.

As everyone was off, the heavy corpse of the Great Goblin lands on the wreckage.

"Ouch." Oz whispered.

Scott looks up and sees thousands of goblins running at them. "GANDALF!"

The others look up as well.

"Oh, bloody hell." Spike groaned.

"I thought we lost them." Blayne panicked.

"Gandalf, there's too many of these buggers to handle." Riley claimed. "We can't fight them!"

"Only one thing will save us: daylight!" Gandalf shouted. "Come on!"


	10. Eagles of the Sky

After escaping the tunnels of Goblin-town, Gandalf paused to count how many were him. Feeling relieved that everyone was here, he suddenly realized that Bilbo wasn't here.

"Where's Bilbo?" Gandalf asked, looking around to know where Bilbo was. "Where is our hobbit?"

"Uh, well..." Willow shrugged.

"Where is our hobbit?" Gandalf exclaimed.

"Curse that halfling!" Dwálin growled in annoyance. "Now he's lost?"

"I thought he was with Dóri." Glóin claimed.

"Don't blame me!" Dóri exclaimed.

"Well, where did you last see him?" Angel asked.

"We saw him slip away when the Goblins cornered us." Mitch explained.

"It's true." Gwen nodded. "I saw the whole thing."

"The Goblins didn't even notice him." Tor said as well. "I-It's like they ignored him."

"What happened exactly?" Buffy asked, raising her voice.

"I'll tell you what happened." Thórin explained to her and everyone. "Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door!"

"That is considered an insult, Thórin!" Cordelia snapped. "If you hadn't been so difficult with him, he wouldn't have left."

"And that is the reason why he chose to!" Thórin said furiously. "He's a halfling, a gentle-folk who had no experience to survive the wild."

"Really?" Buffy asked, sounding very annoyed of Thórin's behavior. "You consider Bilbo as a coward. A coward who saved us all from been eaten by trolls. Why couldn't you cut him some slack or give him a chance?"

"Buffy, Thórin is making a point." Faith agreed. "If Bilbo left, then he wasn't meant to serve in the company of these dwarves at all."

"I hate to agree, but I think she's right." Kyle agreed as well. "Bilbo never belonged in this company or ours."

"I guess we will not be seeing our Hobbit again." Spike said in a low voice. "I bet he's long gone already."

"No, he isn't." Bilbo said as he stepped out from behind a tree and revealed himself.

Everyone looks up in shock and relief.

"Bilbo Baggins!" Gandalf laughed as he spoke. "I've never been so glad to see anyone in my life!"

Bilbo strides forward into the group, and pats Bálin affectionately on the shoulder. Bálin was very proud and happy that Bilbo made it out.

"I don't believe it!" Willow laughed. "We thought you already left us."

"How the heck did you get past those nasty Goblins?" Tor asked.

"How, indeed?" Spike said, pretending to groan.

There is an awkward silence as Bilbo tries to think what to say. In the end, he gives a nervous laugh and puts his hands on his hips.

Gandalf is the only one to notice Bilbo sliding the Ring into his waistcoat pocket, and looked a bit perturbed. "Well, what does it matter? He's back!"

"It matters!" Thórin spoke. "I want to know: why did you come back?"

"Look, I know you doubt me, I know you always have." Bilbo explained to everyone, who were listening to every word he was saying. "And you're right, I considered myself a coward. Why because... I never belonged here. The place I truly belong to is the Shire. Ever since I joined the Dwarves on this dangerous quest, I sometimes think of Bag End. I miss everything. I miss my books, my armchair, and my garden. That is my home." He turned to face Thórin. "And that's why I came back Thórin, cause you don't have one. It was taken from you. But I will help you take it back if I can."

After Bilbo's speech, there was a long moment of silence. All the Dwarves and Scoobies think about what Bilbo said.

"You have changed, Bilbo." Gandalf smiled slightly at him. "So much - for the better."

Suddenly, howls were been heard all over.

"Oh no." Buffy whispered in shock.

"The Orc Pack!" Larry exclaimed.

"How did they find us so quickly?" Riley asked.

"Save that for later Riley, right now we're all in danger." Faith said sharply.

"Everyone, run!" Gandalf shouted. "RUN!"

They all start running down the hill as fast as they can while the Gundabad Wargs were following their trail rapidly. As the sun already set, nightfall had come. As everyone kept on running, a large Warg catches up to them and leaps at Bilbo. Bilbo ducks behind a rock and the Warg's jaws snap in the air over his head. The Warg lands in front of him. Growling, it charges at him.

Bilbo pulls out his sword and holds it in front of him as the Warg charges towards him, only to get itself impaled in the head by the sword and falls down dead. Bilbo looked on in surprise since he killed his first enemy.

While Bilbo had a bit trouble pulling out his sword from the dead warg's forehead, a twelve more Wargs catch up, but they were all dispatched. Buffy managed to slash the first with Orcrist before it could strike her. Faith used her axe to kill the second one as it was charging towards Óri. The third one was killed by both Lance and Jonathan. The fourth one was to death by an arrow that was fired by Kíli. The fifth one leaped onto Larry and tried to kill him, but he managed to drive a dagger into the Warg's throat and kill it. The sixth one tried to attack Angel, but the vampire did a flip and jumped on the warg and plunged his sword into its back, killing it. The seventh one was killed by Gwen and Heidi. The eighth one tried to leap on Cordelia, only for Xander to jump in front and kill it in time. The ninth one was killed by Riley. The tenth one was shot by an arrow by Rhonda. The eleventh one was killed by Scott. The final one was killed by Thórin.

After killing the Wargs, Jonathan, Lance, Oz, Willow, Tara, Devon, Nóri, Bifur, Bálin, Heidi, Rhonda, Tor, Kyle, and Óri went ahead reach a large outcropping of land with a few large trees growing on it.

"Oh boy." Heidi whispered in horror.

"We're dead." Tor whispered, feeling shocked with his eyes wide open.

"Anything." Oz shouted.

"This is the end of the line!" Lance cried. "We're trapped!"

"There has to be a way to get out of this." Xander said.

"How?" Tara cried.

"Up into the trees, all of you!" Gandalf shouted out to everyone. "Come on, climb!"

Faith throws an axe, killing a Warg which was approaching her. Gandalf climbs up on one of the larger trees near the edge. All the Dwarves and Scoobies followed Gandalf's orders, and they all immediately climb up the trees while Bilbo was still busy pulling out his sword out of the dead Warg's head.

As the main body of Wargs and Warg Riders were approaching, Angel looks down in shock and saw that Bilbo was down there pulling his sword. Once the sword was out of the Warg, Bilbo looks up and around, and noticed that everyone around him vanished. Suddenly, he turns around and sees more Wargs running at him. Bilbo was frightened, but that was when Angel and Faith pull grab hold of him quickly and pull him up as the Wargs rush below them. Dozens of Wargs were now circling every tree in which the Dwarves, Scoobies, Gandalf, and Bilbo were on.

Amy looks around in fright, and turned to see Gandalf reaching out with his staff and picks up a moth sitting in the same tree as him. Bringing the moth close to his face, he whispers to it. He then blows it gently, causing it to flutter away.

"Gandalf, what were you doing?" Amy asked.

The Wargs all cease their growling and turn as the White Warg approaches slowly. On top of the white-furred warg was a very large orc that was much different than any Gundabad Orc. The Orc was described to be fearsome-looking and herculean. Unlike any other Orc, his skin was bone-white, his eyes were piercing blue, and his skin had deep, tattoo-like incisions covering his face and torso. On the left side of his arm, he had no hand, but what he had was a replacement. It was wicked-looking metal claw. The aft end of the prosthetic ends in a spike protruding near his elbow, heavily suggesting that the limb was crudely implanted by driving the spike through Orc's arm stump.

Thórin looks on in shock and couldn't believe who it was. "Azog." He breathed in horror.

As his White Warg growls, Azog strokes it and talks ominously in a dark language. "Nuzdigid? Nuzdi gast?" ( _Do you smell it? The scent of fear?_ ) He growled to his Warg and looked up to face Thórin. "Ganzilig-i unarug obod nauzdanish, Tórin undag Tráin-ob." ( _I remember your father reeked of it, Thórin son of Thráin._ )

Thórin was stricken with pain and grief. "It cannot be." He breathed in horror.

"Kod, Toragid biriz." ( _That one is mine._ ) Azog said in Black Speech, pointing his mace at Thórin. "Worori-da!" ( _Kill the others!_ )

At his command, the Wargs leap forward and try to climb the trees. They jump as high as they can, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts. The trees shake violently at the assault, and the Dwarves and Scoobies struggle to hold on.

"Sho gad adol!" ( _Drink their blood!_ ) Azog said to his Wargs.

With the weight of the Wargs climbing it, the furthest tree from the edge of the cliff, which Bilbo and several other dwarves and scoobies were in, gets uprooted from the ground and begins leaning wildly. As more Wargs grab onto it, the tree tips over and lands on the next tree. Everyone jumps from the falling tree to the next. However, this tree as well tips over to the other trees like dominoes. As all the trees begin falling over, the Dwarves, Scoobies, Bilbo, and Gandalf manage to jump onto the three last trees on the very edge of the cliff. These were trees were much larger than the other ones, and they didn't fall over

Looking around in desperation, Gandalf finds a pine cone and grabs it. Then, he uses his staff to set the pine cone on fire and throws it down at the Wargs, who were barking very loud and began to retreat in fear from the fire.

"RAH!" Azog startled and looked very angry at the unexpected resistance.

"Unbelievable." Tara whispered in amazement.

Amy grabs a pine cone too and uses a spell to light in on fire. Then, she throws it down to the ground where a few Wargs were. The Wargs retreat away.

Gandalf lights two more pine cones and throws one down to Fíli. "Fíli!"

Fíli catches the pine cone and throws it while Gandalf passes the other one to Xander.

"Beat fire!" Xander shouted as he threw the pine cone at Warg that yowled in agony.

"Nice one!" Anya laughed and grabbed a pine cone. "WOW!"

Buffy, Angel, Bilbo, Spike, Harmony, Cordelia, Willow, Oz, Tara, Anya, Xander, and the Scoobies pick as many pine cones and waited for Gandalf and Amy to light them up. Once they were on fire, the Scoobies and Dwarves threw the flaming pine cones like missiles at the Wargs.

Now, the whole the entire area was set on fire, and the Wargs were forced to retreat from a distance since they feared fire.

"RAAAAAHHHH!" Azog roared in anger and frustration.

Everyone from atop the trees cheered in victory. Suddenly, their cheers turn into cries of fear as the roots from each and every large tree they were on, all began to tip precariously over the edge of the cliff, but comes to a rest sticking straight out away from the edge of the cliff.

Spike looks down and sees the ground far, far, below. "What a far way to go down?"

"O-oh my god!" Cordelia cried.

As everyone

The Scoobies and the Dwarves try to hold on as they get flung around.

"Aahhh! Oh! Oh no!" Jonathan cried as he lost his grip on the tree and falls, but manages to grab on to Larry's leg.

"Hang on, Jonathan!" Larry shouted.

"I-I a-am!" Jonathan cried out again. "H-HELP!"

Suddenly, Larry started to lose his grip from the tree branch due to the extra weight and was about to fall. "I can't hold on!" He grunted and shouted.

"HELP!" Jonathan yelled for assistance.

Larry lost his grip on the tree as well and falls, only for Angel and Spike to grab hold of Larry's arms in time.

"Hold on, Jonathan!" Harmony shouted.

Meanwhile, Thórin was clinging to the tree until he turned his face towards the growling Azog. He looked at the pale Orc in hate and anger and decided to face him once again, only this time to kill him for real. The dwarf leader pulls himself up and walks down the leaning trunk as Bilbo, Buffy, and the others look on and witness what he was doing while hanging from the trees.

"What is he doing?" Willow cried.

Thórin runs through the burning ground towards Azog and his White Warg. The Pale Orc spreads his arms wide with a smug grin on his face while Thórin growls as he runs with his sword up and his oaken branch shield held in front of him. Azog crouches, then roars as his Warg leaps at Thórin. Thorin tries to swing his sword, but the Warg hits him in the chest with its fore paw, smashing Thórin to the ground.

"Thórin!" Buffy cried out in shock.

As Thórin gets back on his feet, Azog and his White Warg wheel around and charge at the dwarf once again. Before Thórin could react in fighting him, Azog swings his mace and smashes the dwarf in the face. Thórin falls backwards to the ground from the terrible blow and was hopeless.

"NOOOO!" Faith cried.

All the Scoobies and Dwarves looked on in horror.

"RAAAAAAAAHHHHHHH!" Azog roared in excitement.

Bilbo manages to stand up on the tree and watches in horror when the White Warg clamp its jaws around.

"AAAAAHHH!" Thórin yelled in pain. "AAAAAHHH!"

"Thórin!" Dwálin roared in terror and tried to get off and tree to assist Thórin, but the tree branches he was holding on to broke suddenly. The dwarf was swinging precariously over the edge which prevented him from reaching Thórin. "Nooo!"

As the White Warg continued to hold Thórin in its mouth, Thórin managed to hit its head with the pommel of his sword. Roaring, the White Warg throws the dwarf several feet away onto a flat rock nearby. Thórin lands heavily, and his sword fell out of his hand.

Azog turns to an Orc. "Biriz torag khobdudol." ( _Bring me the Dwarf's head._ ) He ordered him.

The Orc jumps off his Warg and approaches Thórin and places its sword against his neck. Raising its sword to decapitate Thórin, the Orc swings its sword down, only for Bilbo to throw himself and saved Thórin's life. Bilbo leaped at the orc and knocks it over. The Orc tried to fight back, but the hobbit managed to stab it to death.

"Bilbo." Thórin whispered weakly when he noticed what Bilbo did and falls unconscious.

Pulling his sword out of the dead orc's body, Bilbo stands in front to protect Thórin and protects his body. He waves his sword wildly at Azog and the other Wargs.

Azog growled and smiled in hatred at the hobbit. Then, he speaks in the Black Speech to his Orcs, ordering them to kill the hobbit. A couple of Wargs and Riders complied to his command, and they approach Bilbo. That was when Buffy, Xander, Anya, Faith, Kyle, Heidi, Tor, Rhonda, Roy, Mitch, Gwen, Fíli, Kíli, Percy, Devon, Oz, Scott, and Lance arrived in time to save Bilbo and the unconscious Thórin from been killed. They charge and plow into the Wargs from the side and start fighting them.

During the fight, Bilbo was confused for a moment, but he immediately yelled out a war cry and leaps forward to wound a Warg. However, the White Warg hits Bilbo with his head and sends him flying to the ground. Azog and his White Warg approach Bilbo and get ready to kill him. As the fighting around them continues, Buffy, Xander, Anya, Faith, Kyle, Heidi, Tor, Rhonda, Roy, Mitch, Gwen, Fíli, Kíli, Percy, Devon, Oz, Scott, and Lance all round up in a circle together when they were surrounded by Orcs and Wargs.

Suddenly, the moth returns to Gandalf in time when Larry slips off from Angel and Spike.

"NO!" Spike cried out as he and Angel watch Larry and Jonathan fall toward the ground far below.

Before the two were about to plummet to their death, a very large eagle swoops out of nowhere and catches them on its back. Jonathan and Larry yelled out in fear as they were carried swiftly away.

The Dwarves and the Scoobies turn to notice more Eagles flying towards them and join the fray. Some of them use their claws to grab a number of Wargs and Orcs and toss them over the cliff. A few Eagle knock down several trees, crushing several Wargs below them while two Eagles fan the flames with their wings, causing an inferno which burns the four Wargs and one Warg-rider.

While Azog was distracted and snarled in frustration, one Eagle gently grabs Thórin and his sword in its talons and flies away. As Thórin is lifted off the ground, his oaken branch shield slips off his arm and lands on the ground. As Azog continued to roar until he jumps back when an Eagle flew by him, Bilbo was alarmed when the eagle snatches him off the ground. It then throws Bilbo, and he screams as he falls toward the ground, only to land on the back of another Eagle. The rest of the Eagles proceed to snatch all the Dwarves and Scoobies out of the trees and fly away with them. When only Gandalf was left in the middle tree, the roots give way and all the trees falls off the edge of the cliff. Gandalf leaps clear of it and was successfully caught by the last Eagle. As the Eagles fly away with everyone, Azog and the remaining Warg Riders watch.

"GRAAAAAAAHHHH!" Azog roared in anger and frustration.


	11. Flying to the Carrock

After escaping safely from Azog and his hunting party, Bilbo, Gandalf, the Dwarves, and Scoobies were all riding on the Eagles as they soar through the sky over a great distance and over many landscapes. Thórin, however, was still lying unconscious in one of the Eagle's talons after his terrible blow with the Defiler. The others notice and looked very worried, thinking that he was dead.

"Thórin!" Elliot called out to him, but there was no response.

While everyone continued to look on in horror and sadness, the Eagles take them to a massive rock structure that was shaped like a grizzly bear. Once they arrive, the Eagle gently deposits Thórin and his sword on a flat area on top of the Carrock. Another Eagle lands on the Carrock and Gandalf slides off its neck, running toward the unconscious Thórin.

"Thórin!" Gandalf called out as he ran to him and whispered. "Thórin."

Thórin did not respond while the others all gather around and watch as Gandalf placed his hand on Thórin's face and whispered a spell which healed him.

After Gandalf healed him, Thórin's eyes flutter open and he gasped for air. He looked up to face him. "The halfling?" He spoke weakly.

Amy kneels down beside him and smiled. "It's all right. Bilbo is here, and he's quiet safe."

Kyle, Larry, Heidi, and Lance gather around and help Thórin up.

"Here we go." Kyle said as he pulled him up.

"You okay?" Heidi asked.

Thórin didn't answer and he turned to stare at Bilbo. "You!" He called to him. "What were you doing? You nearly got yourself killed!"

"Thórin, he saved your life!" Cordelia exclaimed. "Is this how you thank him?"

Thórin ignored her as he walks closely to him. "Did I not say that you would be a burden?" He continued. "That you would not survive in the wild and that you had no place amongst us?"

Bilbo looked very worried and frightened.

"I've never been so wrong in all my life!" Thórin breathed as he grabs Bilbo embraced him deeply.

The Dwarves and Scoobies all laughed and cheered together. Gandalf, Buffy, Angel, and Willow smiled deeply as Bilbo was quite surprised by this and hugged him back.

"I am sorry I doubted you." Thórin apologized.

"No, I would have doubted me too." Bilbo expressed. "I mean you were right about me. As matter-of-act, you and I were both right. That I wouldn't survive the wild, and I would've stayed right where I was." He turned to look around at everyone. "Point is, I'm not a hero, a warrior... or even a burglar."

As everyone chuckles, the Eagles fly away. Tara and Willow suddenly see something from the distance.

"Hey guys!" Willow called.

"Is that what I think it is?" Tara asked, pointing straight at something.

Everyone strides forward and follow their gaze. In the distance, on the horizon, they see the outline of a single, solitary mountain. It was the Kingdom of Erebor.

"Erebor—The Lonely Mountain." Gandalf announced. "The last of the great dwarf kingdoms of Middle-earth."

"Our home." Thórin whispered in a smile.

While everyone continued to stare at the mountain in wonder, a bird cheeps and flies by them.

"A raven!" Óin pointed at the bird. "The birds are returning to the mountain."

"That's a thrush." Xander corrected.

"But we'll take it as a sign - a good omen." Thórin smiled in delight.

"Well... let's hope the worst is behind us." Buffy whispered.


	12. Meeting Beorn

While the Scoobies and the Dwarves remained hidden, Bilbo was tasked by Gandalf to check if Azog and his followers were hunting them. For the last couple of days, the Scoobies and the Dwarves continued to move throughout the wild and avoid Orc pack. Bilbo, however, remained out of sight and peeked over some rocks on a high ledge. There, he saw Azog and his Warg-riders running along a ridge line about a mile away.

Azog, however, was not willing to give up finding the dwarves since he was destined to wipe out the line of Durin's Folk. Riding on his White-furred Warg, Azog made a sudden stop to smell the air in their pursuit of the Dwarves and Scoobies. Not finding anything, he continued to lead his pack across the ridge. As Azog and his orcs were moving away, Bilbo suddenly heard a snarl from the side, and ducks behind the rocks. He peeks out and sees a gigantic bear watching Azog from another pile of rocks, snarling softly. Bilbo sneaks away as the bear let out a huge roar.

* * *

"What was that?" Willow gasped.

"I don't like the sound of that." Tara whimpered in fear.

Angel turned around when he saw Bilbo making his way down the rocks. "You alright?"

"Yes." Bilbo panicked. "Perfect."

"Well, it looks I was right." Tor sniffed. "A burglar doing a spy report."

"What's your status report?" Faith asked the hobbit, who continuing to remain panicked.

"Azog and his pack are still following our trail." Bilbo explained.

"How close is the pack?" Angel asked.

"Too close." Bilbo continued to panic. "A couple of leagues, no more, but that is not the worst of it."

"Have the Wargs picked up our scent?" Dwálin asked.

"Not yet, but they will; we have another problem." Bilbo informed them.

"What's the problem?" Cordelia asked, starting to feel a little frightened.

"Did they see you?" Buffy asked anxiously. "Tell me they didn't see you!"

"No, that's not it." Bilbo assured her.

"What did I tell you?" Gandalf asked with a smile to everyone. "Quiet as a mouse."

"Now that's excellent burglar material." Larry remarked.

"Will you listen?" Bilbo snapped, looking very exasperated that no one was hearing him out. "Will you just listen? I'm trying to tell you that there is something else out there."

"Oh, are you meaning the roaring sound that we all just heard?" Spike asked.

"Yes, indeed." Bilbo gasped for breath. "I saw what it was."

"What did you just see?" Xander asked.

"A bear." Bilbo replied. "A black-furred bear. Very huge and quite dangerous."

"That is a bloody ridiculous!" Spike exclaimed.

"Spike's right." Oz agreed. "Bears don't make a loud roar like that."

"Is that what you saw?" Harmony asked.

"Yes." Bilbo nodded his head. "I promise you all that its not a joke."

"What Bilbo saw was a Beorning." Gandalf spoke out loudly to everyone.

Bilbo looked curiously at Gandalf.

"You knew about this beast?" Bofur asked.

"What's a Beorning?" Willow asked.

"A shape-shifter." Gandalf said as he turned and walks a few steps away.

"I say we double back." Lance suggested in a worry.

"There should be a different route for us to take." Heidi assumed.

"And be run down by a pack of Orcs." Faith added.

"Gandalf, is there anywhere safe that we could go?" Angel asked the wizard.

"There is." Gandalf said. "It is a house."

"A house?" Tara asked. "How far is it?"

"Oh, it's not to far from here." Gandalf assured her. "I'm pretty sure that it'll be the best place where we'll take refuge."

"Whose house is it?" Thórin asked. "Are they friend or foe?"

"Neither." Gandalf answered. "He will help us, or... he will kill us."

"WHAT?" Buffy exclaimed.

"Did you say that he would kill us?" Cordelia cried in dismay.

"Gandalf, are you sure that's a good idea?" Anya asked. "I mean, we don't even know who we're dealing with."

"It is the only way to avoid been tracked by Azog and his pack." Gandalf said. "If we are to take refuge, then there's a slight chance for us to make it to Mirkwood."

"What choice do we have?" Xander asked.

The same roar splits the night behind them.

"Okay, I think said to much." Xander said to himself.

"We have none so far." Gandalf answered.

* * *

The Dwarves and the Scoobies were running through the plains and went across a couple of streams to get to the house.

"Come on!" Faith shouted.

"Keep running!" Riley shouted as he ran beside Buffy. "I shouldn't take this personally. I mean, what with Angel, I mean, it's understandable that there would be transference. I mean, they're both broody immortals."

"Like they handle a big furry bear!" Buffy exclaimed while running. "Let's try and save it once we get to this house."

As everyone runs through a forest, Azog and his Orcs are racing through the forest too. Angel and Spike could hear howls from behind.

"They've picked up our trail!" Spike growled.

"Just keep running!" Angel exclaimed.

* * *

During the chase, both groups stop suddenly when an ear-splitting roar was heard all over the forest.

"This way, quickly!" Gandalf shouted, urging them to keep running.

"Oh my god!" Cordelia cried in a panic and ran.

"Come on, let's go! Let's go!" Buffy yelled.

"Faster!" Larry shouted.

Bombur looks on in shock until he is pulled along by Harmony and Faith.

As the Scoobies and Dwarves quickly exit the forest, they spotted a very large house which was surrounded by a hedge in the middle of the plain.

"To the house!" Riley shouted, running towards the house. "Run!"

"Wait for me!" Gwen screamed, running behind Riley.

"Run, run, like the gingerbread man!" Xander shouted.

The Scoobies and Dwarves run across the plain as Bombur, the fattest dwarf of the company of Oakenshield, outruns all the rest of the dwarves in fear. Once the two groups enter the gate, they run to the front door of the house.

"Come on, get inside!" Gandalf yelled.

Bombur, who reaches the door first, throws himself against it but falls flat on his back when the door doesn't budge. The rest of the Dwarves and the Scoobies begin throwing themselves against the door, trying to open it.

"Come on, come on!" Lance cried, trying to get the door open.

"Get it open!" Rhonda screamed.

Gandalf, Angel, Buffy, Spike, and Faith look back as a massive bear breaks out from the edge of the forest and runs toward them.

"OPEN THE DOOR!" Spike bellowed.

"Quickly!" Faith shouted.

"Hurry!" Cordelia cried.

"Get this door open!" Xander cried.

Jonathan tries to open it, but Larry shoves him out of the way.

"Oh for goodness, your doing it all wrong!" Larry exclaimed as he pressed against the door.

Willow and Oz raise the exterior bolt and everyone managed to get the doors. They all bolt in inside the house.

"Close the door!" Angel shouted. "Quick!"

As the Scoobies and Dwarves try to slam the door shut, the bear had gotten its head in the door. As the bear roars and tries to push the door open, Spike roared and strained with Harmony, Faith, Larry, Kyle, Rhonda, Devon, Oz, and Harmony try to close the door while several of the Dwarves and Scoobies pulled out their weapons to defend themselves and point them unsteadily at the bear.

"Get it closed!" Devon cried.

"I'm trying!" Larry exclaimed.

"Hurry!" Faith strained.

"Come on, guys!" Harmony shouted.

With a final heave, they managed to close the door and drop the bolt across it. They sigh in shock, fear, and tiredness.

"What... the bloody hell was that suppose to be?" Spike exclaimed.

"That...is our host." Gandalf responded.

"Excuse me, did you say host?" Xander raised her voice and scoffed. "Our host that almost tried to kill us!"

"And eat us!" Anya added.

"His name is Beorn, and he is a skin-changer." Gandalf explained. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."

"That's disturbing." Willow expressed.

The dwarves look at each other in dismay.

"Oh that's comforting." Cordelia replied sarcastically. "I wonder what else he's not overfond of?"

Óri peaks out a crack in the door. "He's leaving!" He informed.

Dóri freaked out and pulled him away from the door. "Come away from there!" He snapped. "It's not natural, none of it. It's obvious: he's under some dark spell."

"Don't be a fool; he's under no enchantment but his own." Gandalf assured the frightened dwarf. "Alright now, get some sleep, all of you. You'll be safe here tonight."

"Let's hope for the best." Buffy murmured to herself.

* * *

At around nightfall, Buffy, Xander, Riley, and Willow were sitting down by the fire place while the others were wondering around the huge house.

"Where's my burger?" Buffy asked.

"Yeah, man, I'm starving." Riley said. "Cow me."

"The fire is not cooperating." Xander explained. "It's comforting to know that I lack the culinary finesse of a caveman."

Willow began to chant a spell while Amy was watching quietly.

"Willow, check you out! Witch foo!" Buffy joked.

"It's no big." Willow explained nervously. "You just balance the elements so when you affect one, you don't wind up causing..."

Suddenly, the fire at the fire place dissipated.

"What did you do?" Xander exclaimed.

"I didn't do it! I didn't do it!" Willow admitted.

"Then who did?" Buffy asked.

Xander turned to look at Anya. "Anya, did you..."

"I didn't do anything." Anya swore to him, raising her hands up. "That's wasn't me."

"No, I did." Amy spoke.

"Amy, why did you do that?" Willow asked.

Amy sighed and used a spell, undissipated the fire in the fire place. "There. Now that's another important thing you and Tara should learn."

"I heard that." Tara said, pretending to be asleep.

* * *

In the morning, the Scoobies and the Dwarves were already awake while Bilbo was still asleep. While sleeping, a very large bumblebee lands on Bilbo's nose, waking him with a start. Putting on his jacket, he walks toward the kitchen, where all the Dwarves and Scoobies gathered with Gandalf standing near the front door. They were arguing about how to get away from Beorn, who had been busy chopping wood, without being seen.

"Don't blame me for this!" Tara argued.

"It wasn't our fault!" Dóri argued.

"W-We should never have come here." Jonathan whimpered.

"Jonathan's right." Lance agreed. "I agree that this was a big mistake."

"Yeah, I said that myself." Scott agreed to.

"I say we should leg it and slip out the back way!" Rhonda suggested quietly.

"Yeah, that's a good idea." Kyle agreed to her suggestion.

"Hey, I'm not running from anyone, beast or no." Oz argued.

"Your brave guy, Oz." Willow remarked.

"There is no point in arguing." Buffy intervened between anyone's arguments.

"She's right." Gandalf said. "We cannot pass through the Wilderland without Beorn's help."

"I'm going to have to agree to this." Angel said. "If he can't help us, will be hunted down by those Orcs that have following us for the last seven days."

"How do we know if we can trust him?" Percy asked. "You saw what he was like. He tried to kill us."

"Yeah, there's no way I'm going to leave this house until this Beorn guy, whatever he's called, talks to us." Harmony argued.

"And that is why I scheduled a plan." Gandalf said to her.

"Alright then, so what's the plan?" Spike asked, pretending to be amused of what Gandalf planned.

"Before we get to the forest." Gandalf paused and took a moment to continue his plan. "Now this will require some delicate handling; we must tread carefully."

"What do you mean we have to dread carefully?" Tara asked.

"The last person to have startled him was torn to shreds." Gandalf replied.

"Ouch!" Faith said.

"Torn to shreds!" Xander said, sounding shocked.

"So we can't startle him?" Kyle asked.

"No." Gandalf said. "What we have to do is speak to him... and negotiate."

"Okay, so whose gonna outside and talk to him?" Faith asked. "If not, then I'll do it."

"That's a very excellent idea." Gandalf chuckled in delight. "I will go out with you."

"So will I." Buffy volunteered.

"Ah, my dear, I think it would be best that I take one female with me." Gandalf said and turned over towards Bilbo. "I will go first and..." He turned to face Bilbo. "Ah Bilbo, you come as well."

"I-Is this a good idea?" Bilbo asked.

"Yes." Gandalf nodded and instructed him and Faith. "Now the two of you must stay behind me, unseen, while I start talking to him." He turned to Faith. "Now, Faith."

"Yeah." Faith said.

"Once I speak with Beorn for nearly a minute, you will be the first to appear." Gandalf instructed her. "He might ask you a few questions to you."

"What do I do?" Bilbo asked, wanting to know about the plan.

"You will appear second." Gandalf instructed him as well. "Stay behind Faith until I raise my hand to signal her to move."

"Ah Gandalf, what should we do while he talk to him?" Riley asked. "I mean... do we like plan an escape route while you, Faith, and Bilbo distract him."

"No, I want all of you to remain here until I give the signal." Gandalf instructed them and turned to Bofur. "Now Bofur, I'm sure you remember the signal?"

"I remember." Bofur nodded. "Wait for the signal."

"And also no sudden moves or loud noises and don't overcrowd him." Gandalf continued to instruct the Scoobies and the Dwarves. "And only come out in pairs. Right."

"I think we got the picture and every instruction that you gave us." Scott said.

"Now remember." Gandalf whispered loudly to them. "Wait for the signal."

"The Signal." Jonathan whispered. "Right."

"Wait, what signal would that be?" Cordelia asked.

"No idea." Gwen said.

"Beats me." Fíli said and gave her a wink.

* * *

Walking outside the house, Gandalf, Faith, and Bilbo walk over to Beorn, who continued to chop down wood with his large axe.

Gandalf cleared his throat nervously.

"Your nervous." Faith whispered from behind the wizard.

"Nervous?" Gandalf asked quietly. "What nonsense." He shook his head and announced himself to Beorn. "Good morning!"

Beorn didn't respond while he continued to chop more wood very hard.

"He's not answering." Bilbo whispered from behind Faith.

"Shh." Faith shushed him.

"Good morning!" Gandalf said to him with a smile.

Beorn stops and turns slowly to Gandalf. "Who are you?" He asked in a soft growl.

"I'm Gandalf." Gandalf introduced him. "Gandalf the Grey." He bowed to him.

"Never heard of him." Beorn growled.

"I'm a wizard!" Gandalf explained to him. "Perhaps you've heard of my colleague, Radagast the Brown. He resides in the southern borders of Mirkwood."

"What do you want?" Beorn asked, growling at him with his eyes wide open.

"Well, simply to thank you for your hospitality." Gandalf smiled in delight. "You may have noticed that we took refuge in your lodgings last night."

As a minute passed, Faith immediately stepped out from behind Gandalf while Bilbo remained behind her.

Beorn spots her and frowned. "Who is she? The female with a sword."

"I'm Faith." Faith said to him. "I just came to express my thanks and gratitude to you."

"I never requested anyone to stay in my lodgings." Beorn growled at her.

"We had to take refuge in your home." Faith explained. "We were..."

Bilbo, who had been hiding behind Faith, pokes his head around for a better look.

Beorn spots him and frowned again. "Who is this little fellow?"

"Well, this would be Mr. Baggins, of the Shire." Gandalf introduced him as well.

"He's not a dwarf, is he?" Beorn asked.

"Why no, he's a hobbit." Gandalf explained. "A good family and unimpeachable reputation."

"A Halfling, a Human, and a Wizard." Beorn said. "How come you're here?"

"Oh well, the fact is we were talking a road across the Hidden Pass." Faith explained. "We kinda had a bad time of it... from Goblins."

"What did you go near goblins for?" Beorn asked. "Stupid thing to do!"

"You are absolutely right." Gandalf said, raising his hand.

Back inside the house, Bofur kept his eyes for open for the signal until he noticed what Gandalf was doing. It was the signal.

"There it is!" Bofur informed. "Go! Go! Go!"

"Now remember, we come out in pairs." Buffy said quietly. "Oz! Willow! You two go first."

"Right." Willow replied nervously and took a deep breath.

Willow and Oz step outside to reveal themselves to Beorn. Beorn, however, raised his axe in defense when he saw them and growled.

"And I-I must confess that several of my companions are in fact, humans." Gandalf added. "And also..."

Dwálin and Bálin were the next ones to come outside very slowly.

"Dwarves." Gandalf smiled.

"Do you call four 'several'?" Beorn growled.

"Well, now you put that way." Faith smiled.

"Yes." Gandalf spoke. "There are more of them. Would you prefer to allow them to all come forth a pair at a time?"

Rhonda and Kyle step out next and wave their hands.

"Hi." Rhonda waved her hand nervously.

"And here are some more of our happy troops." Gandalf said.

"And do you call six a 'troop'?" Beorn asked loudly. "What are you, a traveling circus?"

Dóri and Óri step out of the door and the two bow to Beorn.

"Dóri and Óri, at your service." Dóri replied nervously.

"I don't want your service." Beorn declined.

"Absolutely understandable." Gandalf said, waving his hand a bit.

"I want to see all of them." Beorn demanded and sniffed through the air. "I can smell more inside."

"Indeed." Gandalf complied with a bow and turned around to call out to the others inside. "Forget my instructions, you can all come out!"

As the rest of the Scoobies and Dwarves all came out to introduce themselves quietly, Beorn looks at them. "Is that it?" He asked. "Are there any more?"

As Thórin was the last one to come out last, Beorn was surprised and recognized him.

* * *

An hour later, all the Scoobies and the Dwarves were already seated and they all ate and drank.

Beorn walks over to Buffy and pours milk from a pitcher into her cup. "So you are the one they call Oakenshield." he addressed Thórin. "Tell me, why is Azog the Defiler hunting you?"

"You know of Azog?" Buffy asked. "How?"

"My people were the first to live in the mountains, before the Orcs came down from the north." Beorn explained. "The Defiler killed most of my family, but some he enslaved."

"Dear god." Katherine whispered in horror when she listened to his story. "I'm sorry to hear that."

"What did they do to you?" Xander asked.

"They used and the rest of my kin as sport, not for work." Beorn continued. "Caging skin-changers and torturing them seemed to amuse him."

"How did you escape?" Buffy asked.

"We escaped when a force of Wood-elves from Mirkwood were sent by their king to rescue us." Beorn said. "My son, Grimbeorn, and I fled with all the remaining prisoners that the Elves could free."

"There are others like you?" Bilbo asked.

"Once, there were many." Beorn said.

"And now?" Harmony asked.

"Now, there are only a few." Beorn answered and sat down on his chair. "You need to reach the mountain before the last days of autumn?"

"Before Durin's Day falls, yes." Gandalf remembered.

"You are running out of time." Beorn informed them.

"Which is why we must go through Mirkwood." Angel said.

"A darkness lies upon that forest." Beorn warned. "Fell things creep beneath those trees. I would not venture there except in great need."

"We will take the Elven Road." Gandalf said. "That path is still safe."

"Safe? The Wood-Elves of Mirkwood are not like their kin." Beorn continued. "They're less wise and more dangerous. But it matters not."

"What do you mean?" Buffy asked.

"These lands are crawling with Orcs." Beorn said. "Their numbers are growing, and you are on foot. You will never reach the forest alive." He stands up and walks slowly towards Thórin. "I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." He picks up a mouse that had been scampering on the table and holds it, all the while approaching Thórin. who is standing with his arms crossed. "But Orcs I hate more. What do you need?"

* * *

Somewhere in the woods near Beorn's house, the Dwarves and Scoobies were given ponies and horses that Beorn gave them in order to ride to Mirkwood. As they saddle up, Amy walks over to where Gandalf and Beorn were having a discussion.

"You will leave my ponies before you enter the forest." Beorn instructed.

"You have my word." Gandalf promised.

Suddenly, Amy heard a bird squawk. "We're been watched." She said to them. "The Orcs will not give up. They will hunt the dwarves until they see them destroyed."

"Yes." Beorn growled while looking up the trees.

"Why now?" Gandalf asked. "What has made the Defiler crawl from his hole?"

"There is an alliance between the Orcs of Gundabad, Moria, and other places in the north, and the sorcerer of Dol Guldur." Beorn explained. "Packs have been seen gathering there. Each day more and more come."

"Dol Guldur?" Amy asked and turned to Gandalf. "Isn't that what your friend Radagast went to when he came to us?"

"Oh yes, he did." Gandalf nodded. "He mentioned a great darkness that came from the old fortress."

"How do know much about the Necromancer?" Amy asked.

"I know he is not what he seems." Beorn continued. "Fell things are drawn to his power. Azog pays homage to him."

"Gandalf!" Angel called to him. "Time is wasting!"

Amy and Gandalf turn to leave and walk away from Beorn.

"There is more." Beorn went on. "Not long past word had spread that the dead had been seen walking near the high fells of Rhudaur."

"The dead?" Amy asked, feeling concerned.

"Is it true?" Beorn asked. "Are there tombs in those mountains?"

"Yes, there are tombs there." Gandalf responded.

"I remember a time... when a great evil ruled these lands." Beorn added. "One powerful enough to raise the dead. If that enemy has returned to Middle-earth, I would have you tell me."

"Saruman the White says it's not possible." Gandalf said. "The enemy was destroyed and will never return."

"And what does Gandalf the Grey say?" Beorn asked.

Gandalf was silent for a moment until he and everyone else heard howls.

"We gotta go!" Buffy shouted.

"Go now while you still have the light." Beorn said. "Your hunters are not far behind."


	13. Borders of Mirkwood

Riding rapidly across the land, Gandalf leads the Scoobies and Dwarves to the great forest of Mirkwood. Slowing to a stop, they approach a looming, gloomy-looking forest which looked very sick.

"This must be it." Angel announced while looking up at the forest.

"The Elven Gate." Gandalf whispered.

"That's some forest." Tara said.

Gandalf turns and calls to the others. "Here lies our path through Mirkwood."

"No sign of the Orcs." Dwálin said. "We have luck on our side."

"There is no luck on our side." Buffy said to the dwarf. "Those hunters are gonna keep on hunting."

"And I bet they've picked up our trail." Oz assumed.

"Oz is right." Xander said. "There not going to give up once they find us."

Gandalf squints as he sees something in the distance. It was Beorn, who was in his bear form, watching them from a distant ridge. "Set the ponies loose. Let them return to their master."

As the Dwarves and Scoobies begin taking their supplies off the ponies and horses, Bilbo approaches the forest on foot.

"This forest feels...sick, as if a disease lies upon it." Bilbo imagined.

"Is there no way around?" Jonathan asked.

"Not unless we go two hundred miles north, or twice that distance south." Gandalf said to him.

Gandalf follows a path a few feet further into the shadows and approaches a plant-covered statue. He approaches the statue apprehensively, then quickly yanks off the vines, revealing a painted eye. Gandalf felt suspicious that sensed that something wasn't right. Then, he nods to himself. "The High Fells." He whispered. "So be it."

As the Dwarves and Scoobies were busy unloosening their ponies and horses, and allow them to trot away, Riley was about to just about to finish unsaddling Gandalf's horse when the wizard emerged from the forest.

"Not my horse!" Gandalf called out. "I need it."

"What do you mean?" Riley asked, feeling confused.

As Gandalf strides forward, everyone looks up and murmurs in surprise.

"I would not do this unless I had to." Gandalf said.

"Where are you going?" Angel asked.

"To the High Fells of Rhudaur." Gandalf explained his mission. "It is my important business."

"Then let me come with you." Amy said while still on her horse. "I'm concerned of this."

"Alright." Gandalf nodded and then turns and looks at a dejected Bilbo. "You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire."

"I was going to tell you; I...found something in the Goblin tunnels." Bilbo explained nervously.

"Found what?" Gandalf asked as he leans forward curiously and suspiciously. "What did you find?"

Bilbo stood silent for several seconds, and then finally responded. "My courage."

"Good." Gandalf nodded proudly. "Well, that's good. You'll need it."

Gandalf turns and begins walking toward his horse.

"Gandalf, wait!" Buffy called. "Where will we meet you?"

"We'll be waiting for you at the overlook, before the slopes of Erebor." Gandalf explained the plan. "Keep the map and key safe. Do not enter that mountain without me. This is not the Greenwood of old. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

"Lead us astray?" Bilbo asked quietly to Jonathan. "What does that mean?"

"I don't have the slightest idea." Jonathan replied quietly back to the hobbit.

"You must stay on the path; do not leave it." Gandalf continued with a warning. "If you do, you will never find it again."

Amy and Gandalf wheel their horses and ride away.

"No matter what may come, stay on the path!" Gandalf shouted.


	14. Spiders of Mirkwood

After Gandalf and Amy Madison had left to travel to the High Fells of Rhudaur on a secret mission, the Dwarves of Thórin's company and the Scoobies follow the path of Mirkwood.

"This forest is sick." Heidi whispered beside Rhonda.

"Do you think there's another way around?" Rhonda whispered back to her.

Both groups stay on a single file as they follow the paved path that started at the Elven Gate. Thórin, Angel, and Buffy lead the way and keep their eyes focused on the path. Nearly an hour away from the Elven Gate, the Dwarves and Scoobies keep following the path through the forest, and saw how it twists and turns over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more.

"This place is starting to creep me out." Jonathan whispered in fear.

"I think we should go back, and I find another way around." Lance suggested in a whisper.

"There's no point in going back, Lance." Cordelia whispered to him and looked upwards at the sickened trees. "As long as we follow the path, will be out of this tainted place."

Dwálin walks ahead and makes a sudden stop. He thumps the handle of his hammer on the ground to find the paving stones of the trail. "This way." He beckoned the others.

* * *

For almost another hour, everyone started to breathe very heavily due to all the walking.

"I don't feel so..." Xander gulped.

"I feel strange." Willow said woozily.

"Air. I need air." Tara gasped for air.

"Is it me, or am I talking to myself?" Harmony asked herself.

"Well this is bloody fun." Spike remarked and spoke behind Angel. "Although, I feel a bit strange."

"Yeah, me too." Angel said. "Something's not right."

"My head, it's spinning." Devon complained weakly.

Larry, Xander, Jonathan, Gwen, and Willow bump behind Riley.

"Watch it." Riley breathed, sounding like he was hypnotized.

"What's happening?" Gwen asked while breathing.

"Why have we stopped?" Xander asked.

"It's gone." Riley said.

"What's gone?" Jonathan asked, sounding worried.

"The path is gone." Riley exclaimed.

"What do you mean the path is gone?" Xander exclaimed.

"What's going on?" Buffy asked.

"We've lost the path!" Gwen cried.

"How is this possible?" Buffy whispered to herself and saw that she and everyone else were standing in front of a steep cliff, and there is no path ahead of them.

"How did we end up here?" Owen asked.

"I don't know." Buffy responded.

"Perhaps we failed to follow the wizard's instructions." Xander cleared his throat. "We are suppose to follow the path, and now we just lost it."

"Well that's excellent news!" Spike growled sarcastically. "We are bloody lost now!"

"What are we going to do?" Willow asked, sounding worried.

"We have to find the path." Buffy said.

"Everyone, stay together and keep your eyes open for the path!" Xander shouted.

* * *

Meanwhile, the Dwarves and Scoobies had spent hours searching for the path that was nowhere to be found. They wander through the forest that was beginning to affect them mentally, and they stagger about.

"I don't remember this place before." Anya said. "None of it's familiar."

"It's got to be here." Oz said impatiently.

"I want to get out this." Jonathan repeated nervously.

"Does anyone know what hour it is?" Faith asked.

"I do not know." Spike groaned. "I don't even know what bloody day it is."

"Is there no end to this accursed place?" Bálin asked.

* * *

Minutes later, Bilbo had been following the Dwarves and Scoobies while they were all muttering to themselves and rambling as they wander about. Bilbo absentmindedly plucks a spiderweb. As he did, the web began to vibrate, and the whole vibrations continue through the various linked spiderwebs that were far off into the forest. After Bilbo plucks the web again, he suddenly heard a strange whispering noise.

"What was that?" Bilbo asked.

"What was what?" Faith asked.

"I heard something." Bilbo said. "Just a few seconds ago."

"What did you hear exactly?" Faith asked with a grin.

"A noise." Bilbo answered softly. "A whispering noise."

"I don't even hear anything, but what I hear is muttering and arguing all around us." Faith sighed and walked away from Bilbo.

As Bilbo walks off, Buffy makes a sudden stop and began to to notice the webs. She started to grow suspicious, and then felt that something was not right.

"What's wrong?" Cordelia asked her.

"Something's not right." Buffy whispered.

"What do you mean?" Cordelia asked, feeling concerned.

"I think we need to warn the others." Buffy informed. "We're not alone here."

* * *

Meanwhile, Óri the dwarf leans down and picks up a tobacco pouch. "Look."

Roy then takes it from him. "A tobacco pouch." He said, sounding dazed. "There's dwarves in these woods."

Michelle takes the pouch from Chris. "That's strange." She said. "This is exactly the same as mine."

"That's because it is yours!" Cordelia exclaimed in frustration. "Don't you see? We're going round in circles."

"Oh, what a great idea!" Harmony shouted. "Now, we're lost!"

"Can you keep your voice down?" Spike asked. "Shouting all over these blasted woods is not going to help."

"We can't be lost." Xander said. "Our job is to keep heading east."

"But which way is east?" Faith asked and sighed deeply. "We lost the sun."

As the Dwarves and Scoobies had been bickering and arguing, Bilbo looks up and sees a bit of sun through the tree canopy far above him.

"The sun." Bilbo spoke quietly to himself. "We have to find the sun. Up there. We need to..." He begins to climb up one of the trees nearby.

* * *

As Bilbo climbs to the top, he doesn't realize that there were masses of spiderwebs all around him. His head breaks through the trees and into the air. Suddenly, as if a spell has been broken, Bilbo's head cleared and breathed deeply as he looks up and sees butterflies flying all around him. As the sun was setting, Bilbo smiled and laughed at the same time since he couldn't imagine how everything was beautiful. He then looks off into the distance and sees several landmarks.

"I- I can see a lake!" Bilbo calls down loudly to the dwarves below. And a river. And the Lonely Mountain. We're almost there!" He waited for a reply from the group, but there was no response. "Can you hear me? I know which way to go! Hello?" He looks down and tries to look down. That was when he began to hear a thumping noise in the distance and looks up. "Hello?"

In the distance, trees move haphazardly under the weight of something approaching. The movement is coming straight toward Bilbo and the dwarves. Worriedly, Bilbo climbs down a bit and peers around. He steps forward, only to trip over a spiderweb and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. He catches himself on a branch, then watches in horror as a web parts to reveal a massive spider. As the spider opens its fangs and hisses at him, Bilbo yells and falls again, landing on his back in an even bigger spiderweb. He is stuck to it and is thus unable to resist as the spider wraps him up tightly.

* * *

All the Dwarves and the Scoobies were captured by giant spiders. While the spiders have hung them upside down from tree branches, a female spider tows a web-encased Bilbo toward the others. As she prepares to reach the hobbit with her jaws to administer her poison, Bilbo suddenly opens his eyes and realized what was going on. Fearing what the spider was about to do to him, Bilbo slowly takes out his sword, which he had been holding, straight up from his body, through the web, and into the spider. He guts it and flings it over the edge of the branch he had been lying on, sending it crashing to the forest floor. Bilbo quickly rips off the cocoon web he had been wrapped in. Looking up, he sees the Dwarves and Scoobies wrapped up and hanging from the branches. He suddenly hides behind a tree trunk as a spider climbs up the other side of the trunk. Immediately, Bilbo pulls out his Ring from his pocket and slips it on his finger.

With his ring on, Bilbo holds his sword in front of him and approaches the spiders that were about to eat the Dwarves and Scoobies. He ducks just in time as a spider crawls along a branch above him, going toward the dwarves. Bilbo throws a piece of wood away and to the side, causing all the spiders to rush after the source of the noise. As the spiders leave, one spider stays behind and prepares to eat a wrapped and squirming Jonathan. The spider drops Bombur to the tree trunk and prepares to eat him. Bilbo sneaks up and strikes it on its rear with his sword. The spider spins around and hisses, but Bilbo is invisible to it. Bilbo keeps slicing at it, slicing away a leg and part of its head.

"Curses!" The spider screamed. "Where is it? Where is it?!"

Bilbo pulls off his ring, revealing himself to the spider. He gives a little smile before he speaks. "Here!" He thrusts his sword directly into the spider's head."

"It stings! Stings!" The spider cried in agony.

Bilbo pulls out his sword and the spider, dead, crashes to the ground below. He looks at his sword and seems amused. "Sting. That's a good name." He looks toward where the Dwarves and Scoobies that were still wrapped and tied up.

* * *

For minutes, Bilbo had been busy cutting down all the Dwarves and Scoobies as they all land safely n the forest floor and proceed to rip off their wrappings.

"Get me out of here!" Willow screamed.

"Keep your voice down!" Spike hissed. "Don't want those flesh-eaters to eat us."

"Well we better get out of here before they come back." Jonathan whimpered.

"Wait a minute, where's Bilbo?" Buffy asked, looking around.

"I'm up here!" Bilbo shouted from the top of a large branch.

Buffy and the others look up and were very very grateful that he was alright.

"Bilbo, watch out!" Cordelia yelled when she saw a spider climb towards him.

Before Bilbo could react, the spider jumps at Bilbo from underneath the branch he was standing on, and it pins him underneath it. However, he manages to put his sword in front of him just in time, stabbing the spider through the belly. As the spider falls off the branch, Bilbo, entangled in its legs, falls with it. As the pair smashes against branches on their way down, Bilbo's ring falls off his finger and lands some distance away from where Bilbo lands. Bilbo gets up and begins stumbling toward where the Ring fell.

* * *

Meanwhile the Dwarves and Scoobies have freed themselves and they try to escape, only to be surrounded by the returning spiders. They fight against the spiders with their various weapons. Bombur is knocked to the floor by a spider, and it stands over him to bite him. That was when Buffy, Larry, Angel, Spike, Xander, and Anya grab each leg of the spider.

"Pull!" Larry shouted.

They manage to pull at the spider's legs, and they manage to pull its legs right off its body. The dismembered body of the spider lands on Bombur.

As the Dwarves and Scoobies were still fighting the spiders, one spider snuck behind Kíli and pulls him away.

"Kíli!" Fíli shouted.

* * *

After the Dwarves and Scoobies managed to defeat most of the spiders, they were all running through the forest until more spiders jump down on threads of silk in front of them. Buffy raises Orcrist in preparation to fight, but pauses and looks up. Here eyes caught the attention of a blond-haired Silvan Elf who was running through the treetops. At that moment, the elf swings himself down a spider's silk in order to land on it and kill it. He slides on the forest floor under the spider facing Buffy, slicing it in half, and comes up kneeling with an arrow nocked in his bow and pointed at the slayer. Before the Dwarves and Scoobies could react, hundreds of Silvan Elves appeared out of the trees, and drew their arrows right at them.

"Do not think I won't kill you, woman." The blond-haired elf threatened. "It would be my pleasure."

The Dwarves and Scoobies look around and see that they were completely surrounded and outnumbered by many Elves, all with drawn bows aimed at them. Immediately, they were forced to surrender rather than taking a foolish chance in engaging them.

"Help!" Kili screamed.

"Kili!" Cordelia called out.

* * *

Kíli was in huge trouble when the spider that grabbed him from behind, was pulling him. The young dwarf struggled to free himself until a female red-haired elf runs through the forest. She kills three spiders with her bow and knife, then kills the spider pulling Kíli with an arrow. She turns to attack another spider behind her, and yet another spider rushes toward Kíli.

"Throw me your dagger!" Kíli exclaimed. "Quick!"

"If you think I'm giving you a weapon, dwarf, you're mistaken!" The red-haired elf responded rapidly as she kills her spider with her knife, then spins and throws the knife, killing the spider that was attacking Kíli.

* * *

After the struggle with the spiders, all the elves had surrounded the Dwarves and Scoobies.

"Search them!" The blond-haired elf ordered.

The elves approach the Dwarves and Scoobies, and they all start to search them.

"Who the bloody hell are you?" Spike asked the blond-haired elf.

"I'm Legolas of the Woodland Realm, and you and your companions had just entered our realm." Legolas said with a soft growl and gave him a huge glare. Then, he turns to Glóin and snatches a picture frame with two pictures out of Glóin's pocket.

"Hey! Give it back! That's private!" Glóin growled.

Legolas looks at a picture of a female dwarf, who mistakens her as a man. "Who is this?" He asked the dwarf. "Your brother?"

"That is my wife!" Glóin continued to growl at him.

Legolas looks at the other picture, which is of a dwarf child. "And what is this horrid creature? A goblin mutant?"

"That's my wee lad, Gimli." Glóin growled even angrily at Legolas for insulting his own family.

"You have a son?" Willow asked.

"Yes!" Glóin growled as a response.

Meanwhile, the elf searching Fíli finds even more knives all around his person. Fíli sighs when the elf finds even some in a secret hidden pocket.

"How many weapons have you been keeping?" Gwen asked him while a female elf searched her.

"Not as much." Fíli replied.

Legolas walks over to the red-haired elf that rescued Kíli. However, he spoke to her in elvish. "Tauriel, gyrth in yngyl bain?" _(Tauriel, are the spiders dead?)_

"Ennorner gwanod in yngyl na nyryn. Engain nar." _(_ _Yes, but more will come. They're growing bolder.)_ Tauriel replied back to him in elvish.

An elf archer passes Orcrist to Legolas.

"Echannen i vegil hen vin Gondolin." _(_ _This is an ancient Elvish blade.)_ Legolas remarked in elvish while staring at the sword. "Magannen nan Gelydh." _(Forged by my kin.)_ Then he turns to stare at Buffy and spoke back to her in english. "Where did you get this?"

"It was..." Buffy sighed. "It was given to me."

Legolas grew suspicious and refused to believe her words by pointing Orcrist in front of her and her friends. "Not just a thief, but a liar as well."

"Hey, how dare you call my friend a thief!" Xander shouted at him. "It's not like that she stole it from you!"

Legolas angrily moves his sword in front of him. "Then tell me, mortal. Do you wish to die here for insulting me?"

"Actually, I prefer to stay alive rather than asking for trouble." Jonathan spoke and turned to Xander. "Xander."

"No, it's no problem at all." Xander replied.

"Please, I'm telling you the truth." Buffy pleaded. "I didn't steal that sword. I found it in a troll cave. Whoever took it, it wasn't me."

"If you wish to confess the truth, you must speak to the Elven King." Legolas said to her until he noticed Thórin, who was been examined by two female elves. "Wait." He walks over to him. "I know you." He stares at him. "Thórin Oakenshield. So it is true. My father has been waiting patiently for you for many years."

"I do not wish to speak to your king." Thórin replied in low voice.

"Oh I'm afraid you will, dwarf." Legolas responded in a soft growl and shouts in elvish. "Enwenno hain!" _(Take them!)_

At Legolas' commande, the elves begin to lead the Dwarves and Scoobies away. As they begin to walk, Bofur turns and whispers to Thorin]

"Cordy, where's Bilbo?" Harmony asked her friend in a whisper.

"I don't know." Cordelia whispered back to her, and turn to look around, but sees no sign of the hobbit. "The spiders must've got him."

The Dwarves and Scoobies were led over a bridge and into the Woodland Realm.

"Holo in ennyn." _(Close the gate.)_ Legolas addressed the guards in elvish to shut the gate.


	15. Halls of the Woodland Realm

Inside the the great city of the Woodland Realm, the capital of Mirkwood, the Scoobies and Dwarves had been escorted by Legolas, Tauriel, and the Elves towards the throne room where Thranduil, the Elven King of the Woodland Realm sat silently. The two groups brought to the King for questioning.

"So much for the benevolence of Thranduil, Lord of the Elves." Dwálin growled. "Is this how you treat travelers to your lands?"

"Only the ones who annoy me." Thranduil responded. "Why have you mortals entered my domain? You know its a crime."

"My lord, we did not even know that it was a crime because we hardly been here." Cordelia explained. "If you just let us go, we will leave."

"Oh I'm afraid not." Thranduil refused. "Those who enter must be punished."

"Do you think its a crime to be lost in the sickening woods?" Faith asked. "To be hungry or thirsty?"

"It is a crime to wander in my realm without leave, for you forget that your using the road my people built." Thranduil said.

"So your accusing us as criminals?" Angel asked, sounding a bit surprised and annoyed.

"No." Thranduil replied and turned his eyes towards Thórin. "It has been a long time since Thórin Oakenshield, the rightful heir of Durin's Folk has returned. For what purpose, where does your journey end." He turned to his son Legolas. "Please, escort our guests to their cells. I wish to speak with Oakenshield at once."

* * *

After the Dwarves and Scoobies were taken to their cells, Thranduil and Thórin.

"Some may imagine that a noble quest is at hand." Thranduil addressed the dwarf. "A quest to reclaim a homeland and slay a dragon. I myself suspect a more prosaic motive: attempted burglary, or something of that ilk." He looks closely at him. "You have found a way in. You seek that which would bestow upon you the right to rule: the King's Jewel, the Arkenstone. It is precious to you beyond measure. I understand that. There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help.

"I am listening." Thórin replied with a fake smile.

"I will let you go, if you but return what is mine." Thranduil said.

Thórin turns and slowly starts walking away. "A favor for a favor."

"You have my word." Thranduil promised. "One king to another."

Thórin stops walking and speaks loud in anger. "I would not trust Thranduil, the great king, to honor his word should the end of all days be upon us!" He spins  
around and points his finger at Thranduil, shouting. "You lack all honor! I've seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people and the inferno that destroyed us!" Then he roars at him in dwarvish. "Imrid amrad ursul!" _(_ _Die a death of flames!)_

Thranduil leaps down from his throne and puts his face right in front of Thórin's. "Do not talk to me of dragon fire. I know its wrath and ruin. I have faced the great serpents of the north." He hissed until he his face contorts, and the dwarf sees his face covered with what appears to be burns and scars from his past encounters with dragons. His left eye is milky and unseeing. As the Elf King draws away, his face returns to normal. "I warned your grandfather of what his greed would summon, but he would not listen." He turns and walks up the steps of his throne. "You are just like him." He motions his guards to take the dwarf away and exclaimed. "Stay here if you will, and rot. A hundred years is a mere blink in the life of an elf. I am patient. I can wait."

* * *

Thórin was dragged to his cell beside the the Dwarves and Scoobies that were alrady locked away.

"Did he offer you a deal?" Angel asked.

"He did." Thórin responded angerily.

"And is he going to let us out?" Rhonda asked.

"No... I told he could spit upon his grave." Thórinspat and yelled across the dungeons. "HIM AND ALL HIS KIN!"

"You spat on his face!" Buffy exclaimed.

"Can you explain why you did that?" Xander asked.

"He turned his back on me and my people." Thórin explained. "Only he cared was his precious gems, not even his own people who are too blind to see it."

"Well...that's it, then." Faith sighed wearily in frustration. "A deal was our only hope."

"Not our only hope." Riley whispered.

* * *

Later that night, Kíli the dwarf had been flipping a a shiny black stone with an engraving in his hand. He flips it in the air again and catches it on the back of his hand. While Tauriel was checking on all the prisoners that were all fast asleep, she paused for a moment and walked slowly towards Kíli's cell.

"The stone in your hand, what is it?" Tauriel asked him.

"It is talisman." Kíli explained. "A powerful spell lies upon it. If any but a dwarf reads the runes on this stone, they will be forever cursed."

Tauriel steps back slightly, and begins to walk away.

"Or not." Kíli spoke in a laughing manner, causing Tauriel to stop. "Depending on whether you believe that kind of thing. It's just a token. It's a runestone. My mother gave to be so I remember my promise."

"What promise?" Tauriel asked with a smile.

"That I would come back to her." Kíli smiled. "She worries. She thinks I'm reckless."

"Are you?" Tauriel asked, looking down a bit.

"Nah." Kíli whispered.

Kíli smiles and tosses up his stone. Thinking he was about to catch, he misses when he tries to catch it, and it rolls out of his cell, but Tauriel stops it with her foot before it can roll into the deep pit outside the cells. While she picks it up and looks at it in wonder, Kíli goes up to the bars of his cell until he heard laughing in the distance.

"Sounds like quite a party you're having up there." Kíli said.

"It is Mereth-en-Gilith, the Feast of Starlight." Tauriel explained while she stepped slightly away from Kíli's cell. "All light is sacred to the Eldar, but Wood Elves love best the light of the stars."

"I always thought it is a cold light, remote and far away." Kíli said solmely.

"It is memory, precious and pure." Tauriel said earnestly as she walks back to his cell with a smile. "Like your promise." She smiles and hands Kíli back his stone.

"I have walked there sometimes, beyond the forest and up into the night." Tauriel smiled in joy. "I have seen the world fall away and the white light forever fill the air."

"I saw a fire moon once." Kíli explained. "It rose over the pass near Dunland, huge; red and gold it was, filled the sky. We were an escort for some merchants from Ered Luin, they were trading in Silverbuck for furs. We took the Greenway south, keeping the mountain to our left, and then, this huge fire moon, right in our path. I wish I could show you."

* * *

In the morning, the Scoobies and Dwarves awoke from their long sleep.

"I'll wager the sun's on the rise." Bofur yawned. "It must be nearly dawn."

"Pity, because there's no point in getting out of here." Xander said disappointedly.

"We're never going to reach the mountain, are we?" Óri asked sadly.

"Oh we will." Gwen nodded with a pretended smile and stared at Thórin. "Only if someone decides to get us out of these cells."

"Thórin, can you at least accept Thranduil's deal and offer?" Angel asked him. "We can't stay here. Are only way out of this is to make a deal with the Elven King."

"He's right, Thórin." Buffy agreed. "We can't stay here. What's it going to be?"

That was when Bilbo suddenly appears, holding up a ring of keys.

"Not stuck in here, you're not!" Bilbo said quietly.

"Oh my god, Bilbo!" Willow gasped.

"How did you get here?" Oz asked.

"I'm a burglar." Bilbo said.

"Bilbo!" Bálin called.

"Bloody hell." Spike whispered in surprise.

"I don't believe it." Cordelia laughed happily.

The Dwarves and Scoobies cheer happily as Bilbo frees them.

"Shhh!" Bilbo shushed them. "There are guards nearby!"

"Come on, Bilbo, get us out." Anya said quietly to him.

After freeing them, Bilbo proceeds to lead the Dwarves and Scoobies, through the Woodland Realm, and they whisper indistinctly. They sneak through the halls of the Woodland Realm, and eventually find themselves in the wine cellar from before.

"This way." Bilbo whispered, leading them further.

"I don't believe it, we're in the cellars!" Kyle whispered sharply.

"You were supposed to be leading us out, not further in!" Cordelia whispered sharply as well.

"I know what I'm doing!" Bilbo whispered sharply.

"Shhh!" Cordelia shushed him.

"Look forget it, just let Bilbo lead us the way out of this place." Faith whispered. "I just want to get out."

"Only, I don't there's a way out." Devon whispered.

"Devon's right, all I see are wine bottles and barrels." Oz whispered.

"Look I'm telling you, there is a way out of here." Bilbo assured them quietly.

"Oh, and what do you think the way out could be?" Anya asked in a sharp whisper.

"Just climb into the barrels." Bilbo whispered.

"What?" Buffy whispered.

"Did you just say 'climb into the barrels'?" Faith asked.

"It's the only way." Bilbo whispered.

"Are you mad?" Dwálin asked quietly.

"Those Elven Guys are going to find us when they find out that we escaped." Roy whispered.

"No, no, they won't, I promise you." Bilbo assured him and the others quietly. "Please, please, you must trust me!"

The Dwarves and Scoobies mill around, as they try to decide.

"Do as he says!" Angel whispered.

Each of the Dwarves and Scoobies climb into the barrels. The Dwarves climbed into the shorter ones on top while the Scoobies climbed in the longer barrels on the bottom.

"Okay Bilbo, we're in the barrels, so now what?" Cordelia asked quietly to him.

Bilbo walks toward a lever in the ground and replied. "Hold your breath."

"Hold my breath?" Cordelia asked confusedly. "What does he mean about holding my breath?"

Bilbo pulls the lever, and the part of the floor that the barrels were on tilts downward into an opening.

"Bilbo, what the bloody hell are you doing?" Spike exclaimed as his barrels rolls.

All the barrels roll out the opening and fall several feet into a river that runs beneath the Woodland Realm. Bilbo spent a moment trying to find his way out until the floor tips and he falls into the river where he joins the others.

"Well done, Master Baggins." Thórin said proudly.

Half drowned, Bilbo waved his hand as a sign of 'thanks'.

"Come everyone, let's move!" Buffy shouted.

"Paddle!" Riley shouted as well.

The Dwarves and Scoobies paddle with their hands as the river pulls their barrels along while hundreds of elves were rushing along passages in the Woodland Realm, searching for them. Eventually, the Dwarves and Scoobies emerge into the sunlight, and Larry sees a waterfall right in front of them.

"Hold on!" Larry yelled.

The two groups plunge through the rapids, and float swiftly down the raging river. Suddenly, an elf blew a horn as an alarm as the Dwarves and Scoobies round a corner in the river and approach an elven guard post built above it. The heavily armored elves standing guard there hear the horn and come to attention.

"Oh, no." Xander whispered as he spots one of the guards running up towards the lever and pulls its down, causing the a heavy metal sluice gate to block the river.

"No!" Thórin exclaimed.

The Dwarves and Scoobies come to a stop at the gate, and were unable to float further. They all pile into each other as the elven guards draw their swords.

"Oh boy... we're doomed." Jonathan whimpered.

Suddenly, one of the guards was shot in the back by a black arrow. After the guard falls to his death, a growling orc emerges.

"Orcs!" Cordelia screamed.

Several more growling orcs swarm over the guardpost and killed the other guards before they could engage.

Multitudes of orcs run in from the bushes on each side and were led by a large deadly orc who was named Bolg, the son of Azog.

"Gorid! Zib! Goridug! _(Slay! Kill!_ _Slay them all!_ _)_ Bolg shouted in Black Speech to his fellow orcs.

At his command, the orcs begin throwing themselves at the Dwarves and Scoobies in their barrels. The Dwarves and Scoobies all fought and defend themselves.

"Get it off!" Gwen screamed.

"Hold on!" Fíli cried as he managed to kill the orc with a knife.

During the fight, Kíli looks up and sees the lever the elven guard had pulled earlier. He manages to get out of his barrel and runs up the stairs toward the lever. Unarmed, he ducks as an Orc swings at him.

"Catch!" Riley shouted as he grabbed a sword from a dead orc and tosses it over to Kíli.

"Hurry, Kíli!" Harmony yelled as she grabbed hold of an orc and landed her head on its forehead.

Kíli fights his way to the top of the stairs. As he fights an orc, another one leaps up from behind him, raising its spear to stab him. Angel throws a dagger and kills the orc, allowing Kíli to fight his own opponent and decapitate it. Before Kíli was successful in reaching the lever, Bolg fired an arrow from his bow, which hits Kíli in the calf.

"Kíli!" Fíli yelled in fright.

"Kíli" Cordelia screamed.

Kíli groans in pain and strains to pull the lever, but falls over onto his back. That was when an orc leaps over to kill the helpless dwarf, but that was when an arrow suddenly flies into its head. Kíli looks over and sees Tauriel running through the bushes. She shoots another orc, then kills others with her knife.

"Gor'-ash! Gor golginul!" _(Kill her! Kill the She-Elf!)_ Bolg commanded his fellow orcs in Black Speech to kill Tauriel.

Dozens of Orcs rush at Tauriel, but that was when Legolas and a number of Elven warriors appear out of the bushes and ambush them before they could harm her. Once Tauriel, Legolas, and the other elves fight off the orcs, Kíli manages to grab the lever and pull it, opening the sluice get and letting the dwarves in their barrels through. He then falls on his back again in pain while the Scoobies and Dwarves fall down another waterfall and float down the river.

"Khozdayin obguryash! Abgurid!" _(_ _After them!_ _)_ Bolg yelled in Black Speech.

Buffy looks up and sees that Kíli was trying to move over the edge. "Kíli, come on!" She shouted.

Kíli slides himself off the ledge and into his empty barrel below. As he lands in it, the shaft of the arrow in his leg breaks off on the edge of the barrel. Tauriel distractedly looks over at him, but that was when an orc attacked her. She manages to kill the orc and watches the remaining Dwarves, Scoobies, and Bilbo plunge over the waterfall and continue floating down the rushing river, as Bolg and his orcs follow the river on land.

"Keep paddling!" Larry yelled.

"This is... bloody... ridiculous!" Spike cried out when an orc leaps at him in his barrel, but Angel manages to kill it with a sword he grabbed earlier.

Suddenly, an orc jumps from an overhanging tree branch toward Willow, but Faith throws a spear and pins the orc to the tree. As the orc drops its weapon, Faith catches it while floating beneath her, and she throws to Scott, who throws it to Nóri, who throws it to Riley. Riley turns quickly and kills an orc with it. An orc leaps onto Dwálin's barrel, only for the tough dwarf to headbutt it off and steal its axe. The Dwarves and Scoobies see a low-hanging tree branch stretched across the river in front of them, with several orcs on it.

"Cut the log!" Roy shouted.

As he floats under it, Xander hits it with his sword, then Harmony hits it with her weapon, and Dwálin, right behind her, hits the branch with his axe, breaking it and causing the orcs on it to fall into the river.

"Bombur!" Dwálin shouted as he throws his axe to Bombur, who kills an orc that had just jumped onto his barrel.

The Orc's spear ends up pinning it to an overhanging tree branch; the other end of the spear catches onto Bombur's barrel and catapults it through the air and onto the riverbank, where the barrel rolls and tramples multitudes of orcs. The barrel flips through the air to the other side of the river, where it tramples more orcs. Eventually, the barrel comes to a stop, and orcs surround it; however, Bombur kicks out the bottom, then sticks his arms holding axes through the sides. He then starts spinning rapidly with the axes extended, mowing down all the orcs around him. He then runs toward the river, tosses his axe to one of the floating dwarves, then gracefully jumps into an empty barrel.

* * *

Meanwhile, Legolas, Tauriel, and the other elves have caught up to the dwarves and orcs, and they fight the orcs. At one point, Legolas leaps over the river and lands with a foot on the heads of two dwarves, from this vantage point, he shoots orcs on either riverbank. He aims carefully, and manages to skewer two orcs through the head with one arrow. Legolas continues fighting orcs, using the heads of floating dwarves as stepping stones to get across the river. While he is preoccupied fighting an orc, another orc runs up behind him and raises its sword to kill him. Angel from his barrel in the river, throws his sword and manages to kill the orc behind Legolas. Legolas and Angel look at each other with some sort of understanding. Eventually, Legolas stops pursuing them as the dwarves continue floating down the river.


	16. High Fells of Rhudaur

Meanwhile, Gandalf and Amy had been walking up the hill and find some old ruins they passed.

"How far are we to this place?" Amy asked.

"Not to far." Gandalf replied.

* * *

Amy and Gandalf were now climbing a narrow stone ledge built into the side of a tall, bare, mountain. Just as Amy managed to reach the door, Gandalf was about to do the same until the stone ledge he is standing on crumbles away, and he begins to fall, but manages to catch himself and climbs onto the entrance of the doorway.

"Hold on!" Amy cried as he pulled him. "Are you alright?"

"I will manage."

A set of metal interlocking bars that had in the past covered the doorway now sit broken and bent away from the opening. Gandalf and Amy step through the doorway and into a short tunnel going into the mountain. The tunnel ends in a vast, cavernous hollow in the mountain, and the ground falls away into the distance at the end of the tunnel. Gandalf blows the end of his staff and makes it glow; with this light, and examines his surroundings. On the far wall of the cavern, the two see a door similar to the one they had just entered. They go to it by carefully walking on narrow stones set in the sides of the cavern.

"Gandalf, someone must've broken out of this tomb." Amy said quietly as she examined the metal grate that had been broken and bent away. "What evil would do this?"

"This is impossible." Gandalf breathed in shock and enters the enters the crypt and sees a tomb inside. However, the cover of the tomb has been broken. Suddenly, a bird flies out of the broken tomb at Gandalf. Gandalf starts, then turns around to find Radagast behind him.

"Oh, it's YOU!" Gandalf gasped in surprise.

"How did you get here?" Amy asked.

"Why am I here, Gandalf?" Radagast asked, wondering why he was in this dark cavern.

"Trust me, Radagast." Gandalf assured him. "I would not have called you here without good reason."

Radagast removes his hat, and three birds fly into the nest on his head. He then replaces his hat. "This is not a nice place to meet."

"No its not." Amy sighed. "This place is really giving me the shivers." She looks up and down of Rhudaur's tombs. "These are dark spells."

"Indeed." Radagast nodded. "It's old... full of hate. I wonder who was buried here?"

"If he had a name, it's long since been lost. He would have been known only as a servant of evil." Gandalf explained and made a deep echo across the cavern. "One of a number. One of nine."

* * *

"Why now, Gandalf? I don't understand." Amy said. "What are Ringwraiths?"

"The Ringwraiths have been summoned to Dol Guldur." Gandalf explained.

"But it cannot be the Necromancer." Radagast assumed. "A human sorcerer could not summon such evil."

"Who said it was human?" Gandalf asked and explained. "The Nine only answer to one master. We've been blind, Radagast, and in our blindness, the Enemy has returned. He is summoning his servants. Azog the Defiler is no ordinary hunter. He is a commander, a commander of legions. The enemy is preparing for war. It will begin in the east. His mind is set upon that mountain."

"Then we need to head back and warn the others." Amy said.

Amy and Gandalf turn and begin to walk away.

"Wait, where are you two going?" Radagast asked, sounding puzzled.

"To rejoin the others." Amy replied.

"Gandalf!" Radagast called.

"I started this; I cannot forsake them. They are all in grave danger." Gandalf said worriedly.

"If what you say is true, the _world_ is in grave danger." Radagast informed. "The power in that fortress will only grow stronger."

"You want me to cast my friends aside?" Amy asked and turned to Gandalf. "Gandalf, tell me your not serious?"


	17. Bowman of the Lake

After the long river run, the Scoobies and Dwarves had been paddling in their barrels with their hands when the river had become calm.

"Come guys, keep paddling!" Buffy shouted as she kept on paddling.

"Spike, anything behind us?" Angel asked.

"Not that I can see." Spike responded.

"I think we've outrun the orcs." Bofur assumed.

"Not for long." Thórin stated.

"Oh god, we've lost the current." Percy informed.

Faith turns to see an open shore. "Make for the shore!" She shouted to the Scoobies and Dwarves. "Come on, let's go!"

The Dwarves and Scoobies paddle to the riverbank, and climb themselves out onto a slab of rock jutting out a bit into the river.

"I am so sick of this adventure!" Anya spat as she tried to dry herself. "Getting arrested by noble elves and chased by savage orcs!"

"Oh god, I think I bit my tongue." Cordelia groaned.

"Tell me about it Cordy." Harmony sighed.

When Kíli is on the rocks, he falls to his knees in pain from the arrow wound in his thigh. He tried to bound the wound with cloth, but blood was seeping through.

"Are you alright?" Gwen asked, checking on him.

"I'm fine, it's nothing." Kíli said.

"Oh my god, no your not." Gwen gasped in shock when she saw the wound. "Here let me check on it."

"On your feet." Thórin ordered everyone.

"Kíli's wounded." Gwen informed. "His leg needs binding."

"There's an orc pack on our tail." Riley said. "We have to keep moving."

"Wait, to where exactly?" Tara asked. "We're in the middle of nowhere."

"No we're not, we're right near it." Bilbo announced the news.

"Near what?" Lance asked.

"The mountain." Bálin answered. "But lake lies between us and the mountain. We have no way to cross it."

"Okay then, then I guess we'll go around." Xander suggested. "Won't be problem. We still have time."

"Those bloody orcs will run us down, as sure as daylight." Spike argued angrily.

"And what's worse, we don't have enough weapons to defend ourselves." Willow said, sounding nervous and worried. "What are we going to do?"

"I have an idea." Kyle suggested. "We can use the barrels to get across."

"Hey, that was my idea." Tor complained.

"No time to complain." Buffy said. "I think Kyle is right. Let's line up the barrels as fast as we can, and we'll go across."

"Fíli, bind his leg quickly." Thórin said to his nephew and turned to everyone else. "We all have two minutes."

* * *

While Fíli, Gwen, Scott, and Willow were binding Kíli's leg, some of the Dwarves and Scoobies were sitting down while Óri kneels by the river to empty his boot filled with water. Unbeknownst to them, a shadowed man sneaks up over the pile of rocks and aims an arrow directly at Óri. As the Dwarves and Scoobies soon realize that the man was behind them, Larry grabs hold of a branch and leaps in front of Óri. He raises the branch and begins to charge the man, but the man shoots his arrow and it embeds itself right in the middle of the branch, between Larry's hands. Angel raises a rock to throw, but the man shoots the rock out of his hand too.

"Do it again, and you're dead." The man threatened them as he quickly loaded his bow.

Bálin, who was standing near the edge of the group, sees a large barge, that had room for the Scoobies and Dwarves, floating in the river behind bowman.

"Excuse me, but, uh, you're from Laketown, if I'm not mistaken?" Bálin spoke to the man and approaches him slowly with his hands held in the air. "That barge over there, it wouldn't be available for hire, by any chance?"

* * *

The bowman climbs aboard his barge as the Dwarves and Scoobies approach.

"What makes you think I will help you?" The bowman asked while he loaded the short and tall barrels that the Dwarves and Scoobies were riding.

"Those boots have seen better days." Willow smiled. "As has that coat. No doubt you have some hungry mouths to feed. Um, so how many kids?"

"A boy and two girls." The bowman answered.

"And your wife, I'd imagine she's a beauty." Bálin smiled.

"Aye. She was." The bowman replied solemnly.

Bálin's smile faded and noticed what he meant. "I-I'm sorry, I didn't mean to say..."

"Oh, come on, come on, enough with the niceties." Dwálin interrupted him in a harsh whisper.

"Dwálin." Buffy hissed.

"What's your hurry?" The bowman asked them.

"Uh, we're not exactly in a hurry." Angel said. "Nothing at all."

"Well I would like to know who you are and what you are doing in these lands." Bard demanded.

"We are simple merchants from the Blue Mountains journeying to see our kin in the Iron Hills." Bálin explained, making up a false story.

"Simple merchants, you say?" The bowman asked.

"We need food, supplies, and weapons. Can you help us?" Thórin asked.

The bowman looks at the barrels and examines the various dents and nicks they received during the fight with the orcs. "I know where these barrels came from." He examined.

"What of it?" Thórin asked.

"I don't know what business you had with the elves, but I don't think it ended well." The bowman assumed. "No one enters Laketown but by leave of the Master. All his wealth comes from trade with the Woodland Realm. He will see you in irons before risking the wrath of King Thranduil." He boards the his barge and tosses a rope to Percy.

"Offer him more." Thórin mouthed to Bálin.

"I'll wager there are ways to enter that town unseen." Bálin stated.

"Aye. But for that, you will need a smuggler." The bowman said.

"For which we will pay double." Bálin offered.


	18. Interrogation in the Woodland Realm

Inside the Woodland Realm, Legolas and Tauriel have brought in a captive orc, one of Bolg's minions that were hunting the Dwarves and Scoobies during the river chase. The orc's name was Narzug and he was brought to Thranduil at the throne room. As Legolas stands with his knife pressed to Narzug's neck, Thranduil walks around the snarling orc.

"Such is the nature of evil." Thranduil explained as he continued to pace around worriedly. "Out there in the vast ignorance of the world it festers and spreads, a shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was; so will it always be. In time, all foul things come forth."

"You were tracking a company of thirteen dwarves and twenty-five humans. Why?" Legolas demanded furiously to the growling orc.

"Not thirteen dwarves." Narzug replied in a snarl. "Not anymore." He turns his face towards Tauriel. "The young one, the black-haired archer, we stuck him with a Morgul shaft."

Tauriel looked worried on what Narzug had just said to her.

"The poison's is in his blood." Narzug continued. "He'll be choking on it soon."

"Answer the question, filth." Tauriel glared at him, demanding an answer.

"Sha hakhtiz khunai-go, Golgi!" _(_ _I do not answer to dogs, She-Elf!_ _)_ Narzug snarled at her in Black Speech.

Legolas pushes Narzug a bit as Tauriel whips out her knife, feeling insulted for what he said to her.

"I would not antagonize her." Legolas hissed.

"You like killing things, orc?" Tauriel asked, continuing to glare at him. "You like death? Then let me give it to you!" She immediately rushes forward to kill Narzug.

"Farn!" _(Enough!)_ Thranduil shouted at Tauriel in elvish. "Tauriel, ego! Gwao hi." _(Tauriel, leave! Go now.)_

Tauriel locks her eyes at Narzug, who snarls at her. She really wanted to kill the orc, but she was forced to regain her composure and obey the king's command. She immediately leaves the throne room in disgust as she continued to hear the conversation.

"I do not care about one dead dwarf. Answer the question." Thranduil demanded. "You have nothing to fear. Tell us what you know and I will set you free."

Narzug sighed in relief and hoped that the elven king would fulfill his word.

"You had orders to kill them - Why? What is Thórin Oakenshield to you?" Legolas asked, demanding the answer as he held his knife in Narzug's neck.

"The dwarf runt... will never be king." Narzug replied.

"King?" Legolas exclaimed. "There is no king under the mountain nor will there ever be. None would dare enter Erebor, whilst the dragon lives."

"You know nothing! Your world will burn!" Narzug chuckled.

"What are you talking about? Speak!" Legolas demanded furiously.

"Our time has come again." Narzug continued. "My master serves the One. Do you understand now, Elfling? Death is upon you. The flames of war are upon you."

Thranduil's eyes widen in shock on what Narzug had just said about Azog serving the One. Now knowing that an old enemy had returned, Thranduil suddenly whips out his sword and beheads Narzug, leaving the his head in Legolas's hand.

"Why did you do that?" Legolas asked, confused as he dropped Narzug's head. "You promised to set him free."

"And I did." Thranduil replied. "I freed his wretched head from his miserable shoulders."

"There was more the orc could tell us." Legolas assumed.

"There was nothing more he could tell me." Thranduil said as he turns and walks away, cleaning and sheathing his sword very quickly.

"What did he mean by the 'flames of war'?" Legolas asked, wanting to know about that.

"It means they intend to unleash a weapon so great it will destroy all before it." Thranduil answered and turns to address the every elven guard. "I want the watch doubled at all our borders. All roads, all rivers. Nothing moves but I hear of it. No one enters this kingdom, and no one leaves it."

* * *

Legolas approaches the elves guarding the entrance to the Woodland Realm.

"Holo in ennyn! Tiro i defnin hain na ganed en-Aran." _(Close the gate! Keep it sealed by order of the King.)_ Legolas commanded the elven guards to shut the gate. He turns to walk away from the entrance.

"Man os Tauriel?" _(What about Tauriel?)_ One of the elven guards asked in elvish.

Legolas stops when he heard that and replied back in elvish. "Man os sen?" _(What about her?)_

"Edevín eb enedhor na gû a megil. En ú-nandollen." _(She went into the forest armed with her bow and blade. She has not returned.)_ The elven guard explained in elvish.

Legolas walks toward the gate as the guard points out toward the forest of Mirkwood in the direction Tauriel went. Legolas was worried now, and hoped that nothing bad happened to her.

* * *

Legolas returns to the throne room to inform his father about Tauriel. Thranduil was disappointed by the news.

"I can bring her back." Legolas promised him.

Thranduil remained silent when he turned his head to face him and gave a response. "You have two days to find her."

"In two days, the last moon of autumn, and the first sun of winter... appear in the sky together." Legolas informed worriedly.

"And the bells shall ring in gladness at the mountain king's return." Thranduil added and turned away from him. "But all shall fade in sadness, and the lake will shine and burn."

"What does that mean?" Legolas asked.

"It means they will awaken the beast and chaos will erupt." Thranduil answered.


	19. Arriving to Esgaroth

Through the fog, Bard had been paddling his barge across the long, gigantic lake. While his job was bringing the elven barrels to deliver, his side-job was smuggling the Dwarves, Scoobies, and Bilbo Baggins. Winter was coming very soon, but the Durin's Day was tomorrow and summer was almost over. During the crossing, as the barge had been pushing ice floes, large stone ruins emerge out of the fog.

"Watch out!" Anya shouted when she saw the ruins. "Get out of the way!"

Bard managed to move the barge between the ancient ruins.

"What the bloody hell are you trying to do, drown us?" Spike asked sharply.

"I was born and bred on these waters." Bard began. "If I wanted to drown you, I would not do it here."

"Is that insult?" Spike growled.

"Spike, will you just calm down and let it go." Buffy said, calming him down.

"Not a problem." Spike replied sarcastically.

"Oh I have enough of this lippy lakeman." Dwálin whispered angrily.

"Yeah me too." Tor whispered as well. "I have an idea. We can just throw overboard and we can take the barge to the mountain."

"Ohh, Bard, his name's Bard." Xander answered him, slightly angrily.

"How do you know?" Bofur asked.

"Uh, I asked him." Xander said.

"Well I don't care what he calls himself, I just don't trust him." Harmony said quietly.

"Harmony, we don't have to like him or trust him, what we need to do is pay him for this job." Cordelia said as she was counting the money.

"Come everyone, turn out your pockets." Angel ordered the Dwarves and Scoobies.

Buffy turned her face towards Bilbo. "Bilbo, do have any coins you like to pass?"

"No." Bilbo answered.

Buffy could tell that Bilbo had his hand in his pocket and suspected that he has something. She didn't sighs and turns her face away while the Dwarves and Scoobies were pulling out their money and valuables.

"Here's mine." Glóin said, passing his sack of coins to Cordelia.

"How do we know he won't betray us?" Dwálin whispered to Thórin.

"We don't." Thórin replied back to him in a whisper.

Bálin and Cordelia had been busy counting the money.

"There's, um, just a problem: we're ten coins short." Bálin informed.

"I already gave my coins up." Rhonda admitted.

"Me too." Scott said.

"Me three." Larry said, raising his hand.

Angel noticed that Anya had been hiding her coins in his pocket.

"Come on, Anya. Give us what you have." Angel ordered him.

"Don't look to me. I have been bled dry by this venture!" Anya argued. "And what have I seen for my investment? Naught but misery and grief and..."

Anya stopped talking when she realized that all the others have slowly stood up and are looking at something in the distance. As the fog began to thin, everyone saw Erebor, the Lonely Mountain.

"Okay, on second thought, take it." Anya changed her mind. "Take it all." She passed a sack of coins he had secretly withheld before.

"What made you change your mind?" Willow asked.

"There's gold in that mountain." Anya replied. "I just want to take a handful."

"I'm sure there's plenty of gold for all of us." Tara said.

Bilbo coughs and gestures his head toward Bard, who is approaching the dwarves on their end of the barge.

"The money, quick, give it to me." Bard insisted quickly.

"We'll pay you when we get our provisions, but not before." Thórin promised him.

"If you value your freedom, you'll do as I say." Bard informed him and the others. "There are guards ahead."

The Dwarves and Scoobies turn and see the rooftops of Esgaroth in the distance. Esgaroth was a very large port that the Dwarves and Scoobies had ever seen. The town was vast, but it looked very poor and ramshackle. There are many channels of water throughout the town, through which various boats float.

"This place kinda reminds me of Venice." Oz whispered in awe.

* * *

Meanwhile, Bard's barge is stopped at a dock just outside the city. As Bard hops off and speaks to a man, the Dwarves, Scoobies, and Bilbo are hidden in the barrels on the barge.

"I can't see a thing." Faith complained quietly. "What is he doing?"

"I can see." Jonathan said to her and the others while peeking through a hole.

"Jon, what's he doing?" Devon asked him quietly.

"He's talking to someone." Jonathan described on what Bard is doing. Then, he sees Bard point back at his barrels while talking to the man. "And he's...pointing right at us!"

"Now what?" Willow asked.

"Now they're shaking hands." Jonathan continued.

"What?" Larry exclaimed, hoping that no one heard him.

"That little sneak." Buffy hissed. "He's selling us out."

All the Dwarves and Scoobies in their individual barrels listen anxiously; suddenly, dead fish are poured into the barrels. They all splutter in surprise.

* * *

For almost an hour after the Scoobies and Dwarves were hidden in the barrels, Bard slowly moves his barge towards the front gates of the city. He stops the barge where his old friend Percy, working as the gatekeeper, comes over to inspect.

"Ah Bard!" Percy exclaimed happily. "It's good to see ya." He looks at the barrels filled with fish. "My jo, the people of Lake-town are going to be very pleased by this."

"Morning, Percy." Bard smiled.

"Anything to declare?" Percy asked proudly.

"Nothing, but that I am cold and tired, and ready for home." Bard said as he hands in his papers.

"You and me both." Percy added as he walked to his desk and stamped the papers. "Here we are. All in order."

Before Percy was about to give the papers back, that was when Alfrid, the Deputy of Esgaroth, suddenly steps out of the shadows and snatches the papers from Percy.

"Not so fast." Alfrid said as he read the paper. "Now let's see. Hmm... ah yes. Consignment of empty barrels from the Woodland Realm." He turns to look at the barrels. "Only... they're not empty... are they Bard?" He tosses Bard's papers to the wind and approaches him, with group of armed male and female soldiers behind him. "If I recall correctly, you're licensed as a bargeman, not..." He grabs a fish from a barrel and holds it up to Bard. "... a fisherman."

"That's none of your business... Alfrid." Bard glared at him.

"Wrong." Alfrid smirked. "It's the Master's business, which makes it my business. Bard... I know you have done well in making everything special for this city, but there are rules. Rules that must be obeyed. Those who break them, will suffer the consequences."

"Alfrid, these rules do not mean anything." Bard argued. "Look at this. Esgaroth is collasping and very soon, people will be starving." He turns his eyes towrds the soldiers. "Every folk in this town are struggling. I'm just trying to do a good deed for all of us to survive."

Alfrid sighs and throws the fish into Buffy's barrel.

"I admire your words, Bard. First, these fish are illegal." Alfrid stated. "Second... it's not my problem."

"Really?" Bard asked bravily. "And when the people hear the Master is dumping fish back in the lake, when the rioting starts, will it be your problem then?"

Bard and Alfrid stare at each other intensely for a few seconds.

"Fine." Alfrid hissed. "Have it your way Bard. You may be Esgaroth's champion. Protector of the common folk, but I must warn you bargeman... it won't last." He walks away.

"Raise the gate!" Percy shouted to a couple of guards.

The guards comply and raise the gate to allow Bard to move the barge into Esgaroth.

"The Master has his eye on you!" Alfrid shouted at him. "You'd do well to remember. We know where you live."


	20. Master of Esgaroth

At the heart of Esgaroth, was a large mansion which was where the Master of Esgaroth lived. The Master's name was Calamar, but everyone in Esgaroth called him "Calamar Moneybags" due to his selfishness, greed, and corruption in the city. This caused Calamar to become paranoid and feared that the people of Esgaroth would try to overthrow him. His chief aide Alfrid was very loyal to him, and would keep him abreast of the goings-on throughout the city.

At mid-morning, Calamar woke up from bed as Alfrid steps inside the bedchamber.

"Rise and shine sire." Alfrid said.

"Oh." Calamar groaned. "What is it now Alfrid?"

"I have some improtant information to give you." Alfrid addressed.

"Spill." Calamar insisted.

"Bard the Bowman continues to disobey our rules in Lake-town." Alfrid began.

"He always disobeys our rules, Alfrid." Calamar groaned loudly as he tried to get out of his bed.

"All this talk of civil unrest." Alfrid said. "I know a lot of people have been stirring the pot, sire."

Calamar stands on his feet, wearing his nightgown while Alfrid grabbed empty's the Master's chamberpot out a window.

"Gah! Auh!" Calamar cried out in pain. He stumbles about and immediately sits down to rub his knees. "Oh blast it, not again."

"Gout playing up, sire?" Alfrid asked.

"No, its the damp." Calamar said. "It's the only possible explanation. Now get me a brandy."

Alfrid complied and passed him his drink.

"The mood of the people, sire, it's turning ugly." Alfrid informed more about the news.

"They're commoners, Alfrid. They've always been ugly." Calamar said as he drank. "It's not my fault that they live in a place that stinks of fish oil and tar. Jobs, shelter, food, that's all they ever bleat about."

* * *

Walking down the stairs to the hall room, Calamar and Alfrid continue talking.

"It's my belief, sire, they're being lead on by troublemakers." Alfrid informed about the troublemakers in Esgaroth.

"Then we must find these troublemakers and arrest them!" Calamar suggested fiercely as he drank another glass of brandy.

"My thoughts exactly, sire." Alfrid agreed to his point.

"And all this talk of change must be suppressed." Calamar continued his suggestion on what to do. "I can't afford to let them rebel, band together and start making noises. The next thing you know, they'll start asking questions, forming committees." The Master pours yet another tall glass of brandy. "Launching inquiries."

"It's all fun in games before everything collapses." Alfrid brought in.

"Collapse? Oh please Alfrid." Calamar drank from his wine glass. "I don't like hearing that word... in my presence."

"I know sire." Alfrid nodded. "But like I said, Esgaroth is dying. Sooner or later, everyone here would have to leave and settle somewhere else. Probably somewhere in the south."

"Yes that's true." Calamar understood his point. "We would all have to leave. The Northrons of Rhovanion must make a difficult choice in these dark times."

"Dark times?" Alfrid asked, sounding confused.

"Orcs have been seen wondering about in these lands." Calamar explained to him after he finished and placed his glass down on the table. "I fear they might take advantage over us."

"What do you suggest?" Alfrid asked.

"I suggest we find a newer location." Calamar suggested.

"Rohan, sire?" Alfrid answered.

"No Rohan is too poor and less civilized in my take." Calamar declined.

"What about Gondor?" Alfrid asked.

"Gondor... hmm... Gondor." Calamar thought. "Alfrid, I think that will be our destination."

"I remember a time during the Third Age, Gondor was ruled by the mighty Kings and Queens." Alfrid explained his story. "But sadly, the line has been broken..."

"... and its ruled by the Stewards." Calamar added. "If only I could take that position, I would do whats best for the people."

"Out with the old, in with the new." Alfrid added.

"What do you mean?" Calamar asked.

"What I mean is sire, I've been hearing talks about an election." Alfrid said.

"An election?" Calamar exclaimed. "That's absurd! I am the leader and ruler all of the Northrons of this region. Elections are forbidden."

"I don't think they'd ask you to stand, sire." Alfrid said softly. "In this part of the region, there is no king."

"No... I am not a king or a lord." Calamar spat. "I'm just a master who governs this city as it now stands." He walks away. "It's falling into ruin."

* * *

Calamar opens glass doors and walks out onto his balcony, looking over Esgaroth.

"Shirkers. Ingrates. Rabble-rousers." Calamar muttered to himself. "Who would have the nerve to question my authority? Who would dare? Who…" He paused for a moment and began to realize something. "Bard." He hissed angrily. "You mark my words, that trouble-making bargeman is behind all this." He turns around. "No one else would have the…"

"Bollocks, sire." Alfrid said, holding a plate of food. "Ram and goat, sautéed in a lovely little mushroom gravy."

* * *

Back inside the quarters, Calamar was enjoying his meal while Alfrid was walking around.

"In an ideal world, sire, we'd arrest him." Alfrid continued his idea about arresting Bard. "But Bard has the favor of the people. They see him as a leader. Someone they can truly admire. Modest… intelligent… handsome… athletic."

"Yes, he's clearly modelling himself on me. But that's no crime." Calamar said as he finished eating his supper. "But Bard has been disobeying my laws, and that is considered... foolish."

"Foolish he may be, sire." Alfrid grinned. "But Bard is known to be related to Girion, the last Lord of Dale."

"Oh Girion, that man who failed to slay that beast." Calamar remembered. "His sons and daughters survived the terrible firestorm, and Dale has becoming nothing but a desolation." Then he began to think of something. "I wonder… I wonder if some ancient law might exist… that forbids bargemen from asking questions. Do you think such a venerable statute might exist?"

"Almost certainly, sire." Alfrid grinned and turned around to leave. "I'll write one immediately."

"You picked the wrong man to tangle with, Master Bard." Calamar said to himself. "I hope your watching yourself because I'll be watching you."


	21. Hiding in Esgaroth

Meanwhile, Bard docks his barge. After looking around, he knocks over one of the barrels, and all the Dwarves and Scoobies fall out along the pile of fish. As he continued, he eaches for Dwálin's barrel, but Dwálin pokes his head up through the fish.

"Get your hands off me." Dwálin said angrily.

The remaining Dwarves, Scoobies, and Bilbo struggle out of their barrels, looking greasy and slimy from the fish.

"You smell like fish." Roy breathed.

The dock keeper looks on in shock, but Bard approaches him and slips a coin in his hand.

"You didn't see them, they were never here." Bard whispered to the dock keeper. "The fish you can have for nothing."

Buffy felt a bit worried about it. She hoped that the dock keeper would not sound the alarm and tell that there were criminals in the city of Esgaroth. She then followed the others and moved across the city. The people of Esgaroth were all humans that have settled here. Everything was made of wood, and more than hundreds or thousands of citizens were wondering about the markets. The Dwarves and Scoobies kept themselves low as they followed Bard towards his home.

"What is this place?" Bilbo asked.

"This, Master Baggins, is the world of Men." Thórin responded quietly to him. "It was not all like this. Esgaroth was tha main center of all trade in the north."

"Everybody keep you heads down and keep moving." Riley said, looking around on each side.

"Let's hope we don't run into any guards." Larry whispered.

"Or been spotted." Faith whispered too.

As Bilbo, the Dwarves, and Scoobies followed Bard, an Esgaroth guard spots them.

"HALT!" The Esgaroth guard yelled, pointing his finger that the Dwarves and Scoobies. "OI!"

"We've been comprised!" Jonathan shouted and ran.

"Come on! MOVE!" Buffy yelled.

The Dwarves and Scoobies begin to run.

"In the name of the Master of Esgaroth, I said halt!" The guard yelled as he chased them. "HALT! STOP THEM!"

The Scoobies and Dwarves take off and try to find a place to hide, but were soon cornered by four more guards that appeared out of nowhere.

"OI!" A female Esgaroth guard shouted.

"Get back!" Spike shouted.

Rather than hiding, Buffy attacked one the guards by kicking on in the chest while the rest draw their swords to engage. The Dwarves and Scoobies attack the guards, and quickly knock them out with pots, pans, and mops.

"I can't believe we what we did." Willow whispered in fear.

"Never mind, let's hide." Xander hissed as he grabbed her.

"Come on." Anya whispered, beckoning them to hide with her and Cordelia.

Gwen and Fili hide behind a large post as the others hide around in each spot while some of the townsfolk hide the unconscious guards just when Braga and a squad of Esgaroth guards arrived to investigate and find out what had happened. His second lieutenant Soury looks around and opens a basket. He shakes his head and shuts the basket.

"What's going on here?" Braga asked, looking around. He walks forward to address the crowd. "Stay where you are. Nobody leaves."

"Oh that can't be good." Lance whispered.

"Shut up." Jonathan hissed.

Braga continues to look around, but doesn't see anything amiss. That was when Bard walks by, carrying a bag, pretending to mind his own business.

"Morning Braga." Bard said and gives Soury a nod. "Soury."

"You." Braga glared at the bargeman. "What are you up to Bard?"

"Nothing." Bard answered. "I haven't done anything."

"That's what you always say, Bard." Braga continued to glare at him. "The Master now has his eyes on you. But for now, I know we heard something here. So... tell me what is going on here?"

"And like I said Braga, I have nothing to say." Bard continued to lie at him.

Suddenly, one of the guards next to a woman named Hilda Blanca was waking up. Hilda noticed and knocked one of the pots. The pot falls on top of the guard's head, knocking him out again. Hearing it, Braga shoves Bard out of the way. As he and Soury see nothing, they turn to see Bard holding a dress.

"Hey Braga... your wife Olga would look lovely in this." Bard said, holding a white dress.

"What do you know of my wife?" Braga asked.

"I know her as well as any citizen in this town." Bard admitted.

Braga sighs and snatches the dress out of Bard's hand. Before he takes off, he turns around to face him.

"Don't even think of coming near why wife ever again." Braga warned and took off with the guards.

* * *

As the Dwarves and Scoobies stride through Esgaroth, Bain, who was Bard's son, comes out running to them.

"Da! Our house, it's being watched." Bain warned.

"What do you mean your house is been watched?" Spike asked.

* * *

Bard and Bain walk along back to their house. As they walk, a fisherman named Feldur Hook spots them while he was on his boat, fishing. Feldur served as a loyal spy to Calamar Moneybags for several years and would send in a number of reports to the Master of Eagsroth. Now that the Master had his eyes on Bard, Feldur drops his eyepatch over one eye, then knocks with his staff on a wall nearby. His two twin sons named Corwin and Varen Hook, heard their father's signal and run up from the wall. They run pass their mother Fram and knock over a contraption which causes a hammer to hit a bell. At this signal, another man lights a match to light his pipe. He turns and looks at two men in a fishing boat right next to Bard's house, and they nod and switch their poles to the opposite sides of the boat than before. They do this just as Bard and Bain get to their house and enter through the door. Just before Bard enters, he tosses an apple to one of the fisherman.

"You can tell the Master that I'm done for the day." Bard said and walks inside where he is greeted by his two daughters Sigrid and Tilda.

"Da! Where have you been?" Tilda asked happily.

"Father! There you are. I was worried." Sigrid smiled.

Both daughters run to their father, and they hug him. After they embrace him, Bard hands his bag to Sigrid.

"Here's something to eat." Bard whispered to her and turned to his son. "Bain, get them in."

As Bard looks out a window to check if the spies were still there, Bain rushes down the steps to the lower floor of the house, which is open to the water. After looking around, he knocks on the wall near the toilet three times. At a split second, Dwálin s head appears through the toilet, which is open to the water below.

"If you speak of this to anyone, I'll rip your arms off." Dwálin growled quietly at the boy. He raises the seat and begins to pull himself out of the toilet. When Bain offered his help to him, the angry dwarf slaps his hand away. "Get off."

"Up there." Bain pointed up the stairs.

As Dwálin goes up, Bilbo pokes his head up through the toilet, looking flabbergasted, and Bain helps him out. The rest of the Dwarves and Scoobies follow and head upstairs.

"Da... who are these people and why are they climbing out of our toilet?" Sigrid asked confusedly.

"Will they bring us luck?" Tilda asked excitedly.

* * *

For a few hourse in Bard's house, the Dwarves and Scoobies were wrapped in blankets, and their wet things have been laid in front of the fire to dry.

"It may not be the best fit, but it'll keep you warm." Bard said to Cordelia.

"Oh, thank you." Cordelia giggled and felt warmed.

"This place is a bloody damp if you ask me." Spike whispered.

"Thank you very much." Bilbo whispered to Tilda, who passed a blanket.

Thórin looks out a window and sees a wooden tower not far away. Atop the tower is a windlass, a giant cross-bow type weapon with four arms.

"A Dwarvish Wind-Lance." Thórin whispered in shock when he saw it.

Xander, who is sipping a hot drink from a mug, looks at the wind-lance too.

"You look like you've seen a ghost." Xander said quietly.

"He has." Bálin began to explain a story about it. "The last time we saw such a weapon, a city was on fire. It was the day the dragon came. The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast. But a dragon's hide is tough, tougher than the strongest armor. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made. His store was running low when Girion made his last stand."

"But the aim of Men had been true that day... much would have been different." Thórin whispered.

Bard approaches them when he heard their conversation.

"You speak as if you were there." Bard said.

"All dwarves know the tale." Thórin replied.

"Then you would know that Girion hit the dragon." Bain joined in. "He loosened a scale under the left wing. One more shot and he would have killed the beast."

"Ha ha ha! That's a fairy story, lad. Nothing more." Dwálin laughed.

Buffy strides behind Bard.

"You took our money from us." Buffy said. "Provided food. So where are the weapons that you promised to give?"

"Wait here." Bard replied and strolls down the stairs to the lower part of the house. After looking around to make sure no one is watching, he pulls on a rope hanging off a small boat and pulls up a wrapped package that had been hidden underwater.

While Bard was busy, Xander, Bálin, Fíli, Oz, and Gwen talk quietly together.

"So tomorrow begins the last days of autumn?" Xander remembered quietly.

"Durin's Day falls morn after next." Bálin whispered. "We must reach the mountain before then."

"And if we do not?" Oz asked. "If we fail to find the hidden door before that time?"

"Then this quest has been for nothing." Fíli whispered.

"Look, there's still time." Gwen whispered too. "Once we get what we need, we'll get out of here and take... probably a boat to get across."

"Gwen, smart thinking." Xander whispered proudly.

"Thanks." Gwen smirked and gave Fíli a wink.

Bard returns and lays the package on the table as the Dwarves and Scoobies stand around it. He loosens the wrappings and reveals a couple of hand-made weapons. The Dwarves and Scoobies look at them in shock, then pick up the weapons and look at them in disgust.

"What is this?" Kyle asked.

"Pike-hook." Bard answered. "Made from an old harpoon."

"And this?" Harmony asked, looking at the weapon she held.

"A crowbill, we call it, fashioned from a smithy's hammer." Bard explained. "It's heavy in hand, I grant, but in defense of your life, these will serve you better than none."

"We paid you for weapons." Angel said. "These are not even weapons. These are used for fishing."

"We are suppose to get Iron-forged swords and axes!" Glóin growled.

"It's a joke!" Spike exclaimed. "A bloody joke!" He throws throws his weapon back on the table, and the others follow suit.

"You won't find better outside the city armory." Bard claimed. "All iron-forged weapons are held there under lock and key."

Thórin and Dwálin look at each other out of the corners of their eyes, hatching a plan.

"Thórin." Bálin said. "Why not take what's been offered and go? I've made do with less; so have you."

Bard looks up when he heard the name 'Thórin', as if the name sounds familiar to him.

"I think its time for us leave now." Cordelia suggested.

"You're not going anywhere." Bard said sharply.

"What did you say?" Faith asked fiercely.

"Faith, let it go." Angel intervened.

"Did you just say that we're not leaving this house?" Faith asked.

"I know what your trying to do." Rhonda said. "Your going ot keep us here and then you'll contact your friends to arrest us. Is that your plan?"

"It is not my plan." Bard snapped. "Reason you can't leave is because there are spies watching this house."

"Wait, did you say spies?" Willow asked.

"Why the bloody hell would spies want to watch your house?" Spike asked.

"Look, every dock and wharf in the town have spies." Bard said. "You must wait till nightfall."

The Dwarves and Scoobies begin to settle down while Kíli leaning on a pole, looks like he's in pain and he slowly slides down the pole and sits on a couch. Wincing, he examines the bandage on his leg while making sure no one is looking.

* * *

Outside, Bard is standing on his porch

"Thorin…" Bard whispered to himself.

With a sudden shock of understanding, he whirls around and looks at the Lonely Mountain in the distance. The door opens, and Bain sticks his head out.

"Da?" Bain asked.

"Don't let them leave." Bard instructed him quietly and hurries down his steps and into the town.


	22. Tauriel and Legolas

Tauriel had disobeyed her king's command. Instead of staying, she went to pursuit the Hunter Orcs led by Bolg. During the hunt, she comes to a rocky promontory at the end of the river and at at the banks of the lake. Far across the lake, Esgaroth was still visible in the distance. On the rocks, she examined pieces of a deer that the orcs had previously shot and ripped apart for a meal. Hearing something, Tauriel turns her head slightly and reaches for something at her side. She whips around and comes to a crouch with an arrow nocked to her bow. Several yards behind her was Legolas, also with his bow drawn.

"Ingannen le Orch." _(I thought you were an Orc.)_ Tauriel said in elvish.

"Cí Orch im, dangen le." _(If I were an Orc, you would be dead.)_ Legolas replied back in elvish.

They both lower their bows.

"Tauriel, you cannot hunt thirty orcs on your own." Legolas said.

"But I'm not on my own." Tauriel grinned.

"You knew I would come." Legolas smiled. "The king is angry, Tauriel. For 600 years, my father has protected you, favored you. You defied his orders; you betrayed his trust." Then, he convinced her to come back with I'm, saying in elvish. "Dandolo na nin...e gohenatha." _(Come back with me... he will forgive you.)_

"Ú-'ohenathon. Cí dadwenithon, ú-'ohenathon im." _(But I will not. If I go back, I will not forgive myself.)_ Tauriel declined in elvish and spoke back in english. "The king has never let orc-filth from our lands, yet he would let this orc-pack cross our borders and kill our prisoners."

"It is not our fight." Legolas argued.

"It _is_ our fight." Tauriel argued back. "It will not end here. With every victory, this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light, and let darkness descend. Are we not part of this world?" She stares at him. "Tell me, _mellon_ , when did we let evil become stronger than us?"

Legolas looks conflicted, and began to realize that Tauriel was right all along.


	23. A Warm Welcome

Hoping to learn about Thórin Oakenshield, Bard runs through the city of Esgaroth and makes his way into a tapestry shop which was run by one of his closet friends, Iarl Loorman. and the storekeeper greets him.]

"Hello, Bard." Iarl greeted his friend. "What're you after today?"

Bard begins looking through a pile of tapestries. "There was a tapestry, an old one; where's it gone?"

"What tapestry you talking about?" Iarl asked, concerned.

"This one." Bard said as he picks up a tapestry and unrolls it on a table. It has the names of the members of the Line of Durin sewn into it. That was when he overhears Hilda Blanca who saw the dwarves earlier speaking to some other townpeople not far away.]

* * *

"There were dwarves, I tell you." Hilda began her story about what she saw today. "Appeared out of nowhere. Full beards, fierce eyes; I've never seen the like."

"What are dwarves doing in these parts?" A man named Rennar asked.

The Old Fisherman named Malloc, overheard his conversation and answered. "It's the prophecy."

"Prophecy?" Rennar asked, looking confused.

"The prophecy of Durin's folk." Malloc began.

* * *

While listening, Bard traces through the lineage on the tapestry and finds the last entry, Thórin He looks up, thinking deeply, and talks to himself.

"The prophecy... prophecy." Bard whispered

* * *

The people of Esgaroth were beginning to talk quietly about the dwarves, and now, word was beginning to spread all over. Alfrid, who had disguised himself as a poor civilian, overheard their conversation, but he didn't get all of it.

"The old tales will come true." A citizen said.

"Vast halls of treasure!" A woman whispered excitedly.

"Can it really be true?" Another woman asked. "Has the lord of silver fountains returned?"

This phrase jolts Bard's memory, and he begins to recite the prophecy to himself.

 _The lord of silver fountains,_

 _The king of carven stone,_

 _The king beneath the mountain shall come into his own,_

 _And the bells shall ring in gladness at the mountain king's return,_

 _But all shall fail in sadness and the lake will shine and burn_.

Bard runs quickly to his house; the setting sun causes the lake to glow orange as he recites the last line of the prophecy. Bard burst into his house and finds no dwarves remaining. His son comes up to him.

"Da! I tried to stop them..." Bain admitted.

"How long have they been gone?" Bard exclaimed.

* * *

At around night, Alfrid was standing outside the balcony while Calamar had been busy writing something.

"Prophecy?" Calamar asked. "Who dragged up that old nonsense?"

"People, sire. They're gathering in the streets." Alfrid explained his report. "They're saying that a king will return to the Lonely Mountain, and that the rivers will once more run with gold."

"Rivers of gold?" Calamar burped suddenly. "Poppy... cock."

"As you say, sire. But people will believe what they want to believe." Alfrid said. "It's been a long time since they've seen any riches. The old tales... offer them hope."

* * *

Meanwhile, the Dwarves and Scoobies were quietly sneaking through the city. The city was quiet and looked very empty as they head toward the armory.

"It looks empty and quiet." Jonathan whispered, believing that everyone was inside and fast asleep.

"Don't get lathered up Jonathan." Larry whispered next to him. "There are guards wandering about."

"And let's hope we don't get caught." Harmony whispered. "Or else its the big house for us."

As they continue to move forward, they hide behind several boats as two guards were walking by.

"Shh! Keep it down." Spike shushed.

"Okay, so the plan is we grab the weapons, steal a boat, and make our way straight for the mountain." Buffy discussed quietly about the plan.

"Buffy, are you sure this is a good idea?" Willow asked quietly, looking very nervous. "I mean breaking into a armory is considered a crime."

"We're actually robbing." Percy whispered next to her. "I have never done this before in my entire life."

"Okay, so does anyone wish to stay behind and keep their eyes open for guards?" Xander asked to anyone quietly.

"Nah, will go for it." Scott whispered. "Let's just try and not get caught."

Faith peeks her head and looks around to see if there were any more guards coming by their direction.

"Anything?" Angel whispered to her.

"All clear." Faith whispered and waved her hand about. "Let's go."

"Go, go, go!" Buffy ordered.

With the watchmen gone, Thórin points to Nóri who gets a running start and runs up a pyramid of dwarves who have pressed themselves against the walls of the city armory. He is able to get high enough that he can reach a second floor window and dive through.

"Wow, pretty kneet." Larry whispered in remark.

"Wish we could do that." Heidi whispered.

"Next." Thórin whispered.

Buffy turns to Bilbo. "Bilbo, your next."

Bilbo does the same thing as Nori and makes his way up inside.

Anya looks around and looks very disgraced.

"This is not a good plan we're doing." Anya whispered unhappily. "We're going to get ourselves caught if we stay here."

"Anya, don't be such a wuss." Cordelia whispered.

"I am not a wuss." Anya whispered sharply to her. "I just don't like this plan. You know what its called... its a criminal plan that will get our asses in jail."

"Not unless we're quiet as couple of mice." Cordelia added in a whisper.

"I hate mice." Anya whispered back.

* * *

Inside the armory, Thórin, Nóri, Bilbo, Buffy, Angel, Kíli, Faith, Xander, Larry, Percy, Willow, Oz, Devon, Kyle, Rhonda, Roy, Dwálin, and Glóin were busy collecting a lot of weapons that were stored while Fíli, Bálin, Dóri, Óin, Óri, Bifur, Bofur, Bombur, Cordelia, Spike, Riley, Anya, Harmony, Tara, Spike, Heidi, Tor, Jonathan, Lance, and Owen were outside, keeping their eyes out for any guards.

"Come on, hurry!" Buffy whispered hastily. "We're wasting time."

Kíli struggles under a load of several different weapons as Devon hands him a sword.

"You all right?" Devon asked, whispering to the dwarf.

"I can manage." Kíli whispered back.

"Are you sure your okay?" Rhonda asked him, looking concerned. "I mean your wounded. You should be resting."

"Let's just get out of here." Kíli said, waning to leave the armory.

Rhonda looks at Kíli, then she lays another sword on the pile Kíli was holding. Kíli begins walking down the stairs, but his wounded leg gives way and he falls with a cry.

"Oh no!" Xander croaked.

The weapons make a terrible clanging noise, and the both the Dwarves and Scoobies that were inside and outside look around warily. In the distance, the watchmen cry out, and running footsteps approach.

"I don't like the sound of it." Spike whispered.

"Okay, I think its time for us to run." Cordelia grinned.

"Everyone, run!" Riley cried. "Run!"

Fíli, Bálin, Dóri, Óin, Óri, Bifur, Bofur, Bombur, Cordelia, Spike, Riley, Anya, Harmony, Tara, Spike, Heidi, Tor, Jonathan, Lance, and Owen start to run, but are stopped by a large number of guards that point their pikes at them.

"Well so much for that." Jonathan whimpered.

Inside, Thórin, Nóri, Bilbo, Buffy, Angel, Kíli, Faith, Xander, Larry, Percy, Willow, Oz, Devon, Kyle, Rhonda, Roy, Dwálin, and Glóin grab weapons, but a large number of guards point pikes at them too. Captain Braga holds his Kíli with a dagger to his throat. Kíli looks sadly and guiltily at Thórin.

* * *

Hearing a loud commotion, Alfrid pokes his head out of the door to the Master's mansion and sees hundreds of soldiers taking the Dwarves and Scoobies towards the mansion, with thousands of Esgaroth's civilians follow behind.

"Get off of me!" Dwálin growled at one of the guards.

As lots of indistinct muttering and yelling were going around, Alfrid anrgily closes the door and goes to get the master and inform him of what had happened. Braga arranges all of the Dwarves and Scoobies under guard in the town square that was very wide in all. As one of the guards open the doors of the mansion, Calamar storms out as he puts his coat on.

"What is the meaning of this?" Calamar asked angrily.

"We caught 'em stealing weapons, sire." Braga said.

"Ah. Enemies of the state, then." Calamar assumed.

"This is a bunch of mercenaries if ever there was, sire." Alfrid said.

"Hold your tongue." Dwálin growled at them. "You do not know to whom you speak. This is no common criminal." He gestures at Thórin. "This is Thórin, son of Thráin, son of Thrór!"

Immediately, Thórin steps forward and pats his friend on the shoulder. Now, the whole crowd murmured in amazement.

"We are the dwarves of Erebor." Thórin revealed himself.

The crowd whispered in shock and recognition, and people crane their heads to see better.

"We have come to reclaim our homeland." Thórin continued and walked around to address to speak earnestly to the crowd. "I remember this town and the great days of old. Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake! This was the center of all trade in the North."

Many of the civilians nod in agreement while some were concerned of this.

"I would see those days return!" Thórin raised his voice. "I would relight the great forges of the dwarves and send wealth and riches flowing once more from the halls of Erebor!"

The people cheer and clap until a voice calls out over the crowd.

"Death!" Bard yelled. "That is what you will bring upon us. Dragon-fire and ruin." He stares at him. "If you awaken that beast, it will destroy us all."

The people whisper anxiously.

"You can listen to this naysayer, but I promise you this; If we succeed, all will share in the wealth of the mountain." Thórin promised them and opened his arms. "You will have enough gold to rebuild Esgaroth ten times over!"

[The people shout in excitement and they applaud. Calamar looks on, smiling and nodding at this turn of events. That was when the celebration was interrupted by Alfrid.

"Why should we take you at your word, eh?" Alfrid asked. "We don't know nothing about you." he stares at the Scoobies. "Who here can vouch for your character?"

"Me." Buffy said, raising her hand and steps forward to stands next to Thórin. "I'll vouch for him. Now, me and my friend had travelled far with these dwarves through great danger, and if Thórin Oakenshield... gives his word." She looks down at the dwarf with a smile. Then he will keep it."

The crowd continue to cheer, but Bard tries to shout and get their attention.

"All of you!" Bard yelled at them. "Listen to me! You must listen! Have you forgotten what happened to Dale?"

The people quiet down and shake their heads sadly.

"Have you forgotten those who died in the firestorm?" Bard continued to shout and turned his head towards Thórin. "And for what purpose? The blind ambition of a mountain-king so riven by greed, he could not see beyond his own desire!"

As Bard and Thórin stare at each other angrily, the crowd gets louder, but then Calamar steps forth.

"Now, now, we must not, any of us, be too quick to lay blame." Calamar spoke. "Let us not forget that it was Girion, Lord of Dale, your ancestor, who failed to kill the beast! Hmm?"

Calamar points accusingly at Bard, and the crowd begins to clamor. As Bard looks away in disgust, Thórin and Buffy look at him in shock.

"It's true, sire." Alfrid agreed. "We all know the story: arrow after arrow he shot, each one missing its mark."

Bard looks around as the crowd yells angrily at him. He then strides forward to Thórin.

"You have no right." Bard said earnestly and shook his head. "No right to enter that mountain!"

"I have the only right." Thórin replied back and turns to face Calamar. "I speak to the Master of the Lake. Will you see the prophecy fulfilled? Will you share in the great wealth of our people?"

The people quietly watch in anticipation.

"What say you?" Thórin asked.

Calamar thinks for several seconds, then smiles and points his finger at Thórin. "I say unto you." He opens his arms in welcome and yells. WELCOME! Welcome and thrice welcome, King under the Mountain!"

As the crowd erupts in cheers, Bard looks on silently and leaves.


	24. Leaving Esgaroth

In the morning, a whole crowd in Esgaroth gathered at the along the sides of the main channel as a few boats were been loaded with supplies for the Dwarves and Scoobies to take to the mountain.

"You do know we're one short; where's Bofur?" Bilbo asked, wanting to know where his friend Bofur was.

"If he's not here, we leave him behind." Thórin said. "He'll catch up to us very soon."

"We have to, if we're to find the door before nightfall." Bálin informed. "We can risk no more delays."

"Has anybody seen Jonathan, Lance, and Devon?" Cordelia asked. "Where the in the world have they got to?"

"There still inside the mansion." Angel said to her. "They've been drinking too much."

"I warned him." Larry sighed.

"Well I'm afraid he's going to stay behind." Cordelia said. "We have no time to pick him up and the others."

Buffy walks up to Willow and Tara.

"Hey, are you two coming?" Buffy asked.

"Uh, well we thought of, but I think Tara and I should stay here in Lake-town." Willow suggested.

"It's just we don't quite comfortable in doing this." Tara admitted. "I'm also afraid of heights... even for a witch."

"Fine, you two can stay behind." Buffy nodded in agreement.

"Well if they stay behind, so will I." Oz said. "Besides, Devon was suppose to be here. Looks like he's not."

"I figured." Buffy whispered.

* * *

Meanwhile, as the Scoobies and Dwarves were boarding the boats, Kíli was about to climb in until Thórin stopped him.

"Not you." Thórin said. "We must travel with speed, you will slow us down."

"What are you talking about? I'm coming with you." Kíli said, feeling desperate to go.

"No." Thórin shook his head.

Gwen and Fíli were already on the boat, and they both turn to look at Thórin and Kíli.

"I'm going to be there when that door is opened, when we first look upon the halls of our fathers, Thórin." Kíli argued.

Thórin lays his hand on Kíli's shoulder and smiles at him. "Kíli, stay here. Rest. Join us when you're healed."

Kíli looked shocked and betrayed for what his uncle said, but he was right. He watched his uncle board the boat until Óin gets out of the boat.

"I'll stay with the lad. My duty lies with the wounded." Óin said.

"Uncle, we grew up on tales of the mountain." Fíli exclaimed. "Tales you told us. You can't take that away from him!"

"Fíli." Thórin said calmly to his nephew.

"We will carry him if we must." Gwen suggested.

"Fíli." Thórin said to him. "One day you will be king, and you will understand. I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin."

On the shore, Óin is examining Kíli, but Kíli is trying to pull away from him. Fíli looks at Kíli, then steps out of the boat, but Thórin tries to stop him.

"Fíli, don't be fool. You belong with the Company." Thórin said.

"I know, but I belong with my brother." Fíli added as he pulls himself away from his uncle and joins Óin and his brother.

"I'm staying too." Gwen sighed and gave Thórin a face as she walks out of the boat to join the three dwarves.

* * *

The musicians of Esgaroth play their musical instruments as Master Calamar Moneybags and his deputy Alfrid climb up to a raised platform. As Alfrid remains quiet, Calamar waves, and the people cheer and clap in joy.

* * *

Further away in a house in the town, Bofur, Jonathan, Lance, and Devon were fast asleep under a table.

"What time is it?" Jonathan asked, sounding a bit drunk and tired.

"I want another drink please." Lance groaned as he made a deep snore.

"Wait a minute, do you hear that?" Devon asked, waking up suddenly when he the sound of the music. "It sounds like music."

"By my beard, is that the time?" Bofur yelled until he accidently smacks his head on the bottom of the table. "Oh, ugh."

"Wait, a minute, it's time!" Jonathan screamed.

Bofur, Jonathan, Lance, and Devon jolt up immediately and run out the door. The four run as fast as they can to get to the canals, but they had to push themselves through a crowd of people that were cheering and waving goodbye to the Dwarves and Scoobies.

"Bring good fortune to all!" Calamar addressed to the Dwarves and Scoobies as he smiles and waves goodbye to the two groups.

As the Dwarves and Scoobies pull into the canal and begin to paddle away, Fíli, Kíli, Gwen Ditchik, Óin, Bofur, Tara Maclay, Willow Rosenberg, Oz, Devon MacLeish, Jonathan Levinson, and Lance Lincoln were the only ones left behind.

Bofur, Jonathan, Lance, and Devon push their way out of the crowd and reach the water, only to find the Dwarves and Scoobies far off down the canal. They turn and find Fíli, Gwen, Óin, Tara, Willow, and Oz holding a wounded Kíli.

"Oh, did you guys miss the boats as well?" Lance asked.

Suddenly, Kíli moans in pain and begins to fall over, but Fíli and Gwen catch him.

"Kíli! Kíli!" Gwen exclaimed, trying to keep him up.

"What's wrong with him?" Devon asked.

"He's not feeling well." Tara said. "I think we to find some medicine."

"Let's see if the Master can provide that." Oz suggested.

* * *

After the Dwarves and Scoobies departed out of Esgaroth, Calamar and Alfrid were walking back to the mansion while the guards walk in front of them and push a number of civilians out of the way.

"HEY! GO ON!" Braga yelled as he shoved a couple of townsfolk out of the way. "Get outta here! Go on!"

Several kids who were playing with the chickens had to scramble themselves up and move out of the way. Calamar didn't seem to care for the civilians and had no pity for them as the guards were doing their part in shoving the townsfolk out of the way.

"Masterfully handled, sire." Alfrid grinned. "Your popularity has never been so high. The entire town twittering your name."

"Yes, it was rather clever." Calamar said appreciatively. "Either our little and big friends return triumphant, in which case I stand to make a pretty penny or old Smaug dines on dwarf or human for a day or two. The important thing is they're off our hands."

Just as they are about the enter the Master's home, Fíli stop them.

"Please wait!" Fíli shouted. "Wait!"

"What do you want now?" Alfrid asked.

"We need your help, my friend here is sick!" Gwen answered.

"Sick? Is it infectious?" Calamar gasped in fright and covers his mouth his handkerchief to prevent any germs from coming near him. "Get back! Alfrid! Alfrid! Don't let them come any closer! I don't to be sick... again!"

Alfrid shields the Master, holding his his hand in front of Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance, preventing them from getting closer.

"Please, we need medicine for this." Oz said. "Do you have any?"

"Do I look like an apothecary?" Alfrid asked in a rude tone. "Haven't we given you enough? The Master's a busy man. He hasn't got time to worry about sick dwarves. Be gone. Will you go on? Clear off!"

As the guards order Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance to leave, Alfrid follows Calamar back inside.

"What this city needs, Alfrid, is a good purge." Calamar planned. "Starting with a certain troublemaker who saw fit to question my authority."

"A certain bargeman sire." Alfrid corrected him.

"Precisely." Calamar nodded to that.

"And yet will deal with it tonight." Alfrid assured as he closes the doors. "I've written everything like you asked sire. Now will be the time for us to arrest him, and no one will sought question our, I mean, your authority."

"Yes indeed, Alfrid." Calamar agreed. "But right now, we must wait until I give the order. Have Braga and the guards to be ready for tonight."

"Understood sire." Alfrid complied.

* * *

Bard opens his door to find Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance on his doorstep.

"No. I'm done with dwarves. Go away." Bard demanded as tries to slam the door shut, but Gwen bravily stops it with her foot.

"No, no, no! Please!" Gwen pleaded. "We need your help!"

"And why should I?" Bard asked.

"No one will help us." Tara explained. "It's our friend Kíli. He's sick." She examines Kíli's forehead. "He's very sick."

"Bring him in." Bard insisted.


	25. Desolation of Smaug

After departing Esgaroth, Bilbo, Thórin, Bálin, Dóri, Dwálin, Glóin, Nóri, Óri, Bifur, Bombur, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Buffy, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy were crossing the lake which led them straight towards the Lonely Mountain. As they row, Thórin stands at the bow of the boat, facing ahead. Eventually, they dock their boats and continue to move on foot. For almost an hour at least, the Dwarves and Scoobies had been climbing the foothills of the mountain.

"It's so quiet here." Heidi said, looking around the foothills.

"Wasn't always like this." Bálin explained as he walked by her. "Once, these slopes were lined with woodlands. The trees were filled with birdsong."

"Well, at least we're making good time." Roy breathed from all the walking he did.

"How much food and water do we have?" Percy asked.

"Plenty enough for us to camp." Faith said as she began to shiver a bit. "Oh god, I'm starting to shiver here."

"I know, I can feel it too." Buffy said. "Winter is almost coming."

Thórin suddenly runs ahead when he recognized a landscape. He runs atop an embankment overlooking a valley. As the others join him, they gasp and look in shock on what they saw. At the other end of the valley was a very large ruined city.

"Bloody hell." Spike whispered in shock.

"It's a city." Larry said, staring at the ruins.

"What is this place?" Bilbo asked.

"It was once the city of Dale." Bálin replied the name of the city. "Now it is a ruin. Everyone calls it 'The Desolation of Smaug'."

"Wow, isn't that what the dragon did?" Tor asked, sounding a bit nervous. "Burning and turning this city into a ruin?"

"Oh, I'm starting to freak out." Anya gulped. "Are you sure we got a plan in claiming the mountain and killing a fire-breathing dragon that laid dormant for all these years?"

"I'm sure we have one." Xander said.

"The sun will soon reach midday; let's find the hidden door into the mountain before it sets." Thórin said hastily. "Come on!"

"Wait hold on... is this the overlook?" Owen asked.

"Yes." Bálin nodded.

"Isn't this the spot where Gandalf would meet us?" Owen guessed. "I mean I remember that he would come here and..."

"Do you see him?" Thórin interrupts him abruptly.

"No." Owen answered.

"Look, we don't have time to wait upon our wizard friend." Buffy said. "We're on our own." She walks off.

Angel looks back at the city, feeling conflicted. Then, he begins to walk and follow the others to the bottom.

* * *

For hours, Bilbo, Thórin, Bálin, Dóri, Dwálin, Glóin, Nóri, Óri, Bifur, Bombur, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Buffy, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy had been scouring the sides of the Mountain, trying to find the secret entrance.

Thórin called.

"Nothing!" Dwálin replied.

"We haven't found anything!" Spike exclaimed. "Not even a blasted clue!"

"If the map is true, the hidden door lies directly above us." Thórin read the map.

Bilbo walks around while the others were searching for the door. Then, he made a sudden stop and looks up to see a massive statue of a dwarf carved into the side of the mountain. Looking closely, he notices a set of stairs built into the statue.

"Up here!" Bilbo shouted, pointing at the stairs.

"You have keen eyes, Master Baggins." Thórin remarked.


	26. Encounter with Thráin

Radagast, Amy, and Gandalf approach the bridge to Dol Guldur.

"Dol Guldur." Gandalf whispered as he stared at the fortress. "The hill of sorcery."

"So far it looks completely abandoned." Amy assumed.

"As it is meant to." Gandalf said to her. "A spell of concealment lies over this place, which means our enemy is not yet ready to reveal himself. He has not regained his full strength." He turns to Radagast. "Radagast, I need you to carry a message to the Lady Galadriel. Tell her we must force his hand."

"What do you mean?" Radagast asked.

"Gandalf and I are going in there." Amy said. "On no account come after me. Do we have your word?"

"Of course." Radagast nodded in compliment and walks away.

As Radagast prepares to leave, Amy and Gandalf begin to stride across the bridge toward the dark, ruined fortress.

Radagast suddenly turns around and called. "Wait, Gandalf! Amy! What if it's a trap?"

"Turn around, and do not come back." Gandalf ordered.

Radagast turns and walks away. and Gandalf speaks quietly so that Radagast cannot hear.]

"Are you sure its a trap?" Amy asked as she drew out her sword.

"It's undoubtedly a trap." Gandalf replied quietly and draws his sword.

* * *

Walking through Dol Guldur, Amy and Gandalf have their weapons locked in combat incase if they run into any enemies. So far, the whole fortress looked abandoned. Still, there is an air of menace about the place. Dol Guldur was filled many pieces of sharp metal forged to look like vines of thorns.

"Now what?" Amy asked, whispering to Gandalf.

Gandalf walks into a large open area and begins reciting a spell.

"Cé ná ulco sís nurtaina…I ettuluvas caninye! Cánin i sá tanuvaxe!" _(The evil that is hidden here...I command it come forth! I command it reveal itself!)_ Gandalf yelled in black speech and strikes his staff on the ground. From the jewel at the top of the staff, an orb of light/energy emanates and moves like a shockwave away, passing through all the matter around Gandalf. This seems to be a spell that reveals hidden evil. Seeing nothing, Gandalf walks to a new place and begins saying the spell again.

* * *

Down below the fortress, Gandalf's voice is heard echoing all over. The echo caught the attention of Azog the Defiler. Azog's eyes were completely shut and had been listening to the echoes all around. He opens his eyes and noticed who it was.

"Zidgu." _(The Wizard has come.)_ Azog growled in black speech, knowing that Gandalf had arrived to the fortress.

"Obtoragish gulum-nu. Gimyashim!" _(He is lifting the spell. He will find us!)_ An Orc Underling said.

"Hurnash." _(Yes…he will.)_ Azog grinned wickedly.

* * *

Back on top, Gandalf and Amy had been wandering and searching the courtyard.

"This spot's all clear." Amy checked, but suddenly heard something. "What was that?"

"Keep your eyes open." Gandalf said. "The Necromancer thinks he could hide from us, but he will emerge."

Amy looks back while Gandalf walks ahead, but that was when a strange diminished figure from high up, leaps and pounces onto Gandalf.

"Gandalf!" Amy yelled.

The figure snarled, trying to kill and most likely eat Gandalf. Gandalf managed to gain the upper hand and pushes the figure off him. The figure let out a yell as he tried to tackle him, but the wizard shoved the figure and falls off of a ledge.

"What was that?" Amy exclaimed.

"Come!" Gandalf shouted.

Gandalf and Amy run down and chase after the figure. Running through the corridors, they have been hearing growls from the figure, who keeps avoiding and appearing. Suddenly the figure leaps out and attacks Amy. Amy screams until Gandalf tackles the figure, puts his hand on the figure's head, and begins chanting. Getting rid of the madness, the bearded figure finally came to his senses and gasped for breath when he looked directly at Gandalf and Amy. Gandalf was surprised to realize that the figure was revealed to be Thráin.

"Thráin, son of Thrór." Gandalf smiled in relief. "My old friend."

"Gandalf?" Thráin coughed and began to realize what had happened to himself. "A lifetime. I've been here a lifetime."

"I'm so sorry I gave you up for dead." Gandalf apologized.

"I had a son." Thráin remembered until he saw flashback of himself and his son Thórin during the Battle of Moria.

 _"Stay back!"_ Thráin yelled.

 _"No, I will fight with you."_ Thórin argued.

 _"Azog needs to kill us all."_ Thráin explained. _"One-by-one, he will wipe out the line of Durin. But by my life, he should not take my son. You will stay here."_

The flashback ended and Thráin managed to regain much of his memories back.

"Thórin, my son." Thráin breathed.

"Don't worry, you'll see him again." Amy assured him with a smile. "We should leave right now. This place is starting to give me the shivers."

* * *

Walking across the pathway bridge, Amy and Gandalf had been holding on to Thráin, who had trouble walking.

"So what exactly happened?" Amy asked. "The time when you were in Moria with your son?"

"The Gundabad Orcs had already taken Moria." Thráin explained his story. "The dragon took Erebor, and we all fled into exile, but our father wanted to reclaim Moria. We were deceived. The enemy had already taken the ancient city, and we were all at war. I was surrounded." Then, he stopped with his eyes wide open in terror. "The Defiler." He breathed the name. "Azog the Defiler had come."

* * *

In another flashback, Thráin had been fighting his way through a number of Gundabad Orcs. Fighting and killing one-by-one, Thráin turned to face the Defiler who had been killing several dwarves. Azog roars in delight until he turns to face Thráin. Thráin believed he was prepared to face him and avenge his father. However, he was wrong. The Defiler used the might of his mace to knock Thráin down to the ground. As Azog laughed evilly, Thráin tried to reach for his hammer, but the Defiler landed his foot on the dwarf's hand and takes out a knife.

* * *

The flashback ended when Gandalf lifts Thráin's hand, and noticed the ring was missing, along with his finger.

"They took it." Thráin gasped in horror.

"The last of the Seven." Gandalf whispered and looked around as he began to realize that something was not right. "Come, let's get you out of here."

"There is no way out!" Thráin cried out and pointed at some vines that were moving. "They will stop you! The serpents will stop you!"

"Serpents?" Amy asked, looking around confused. "What serpents? I don't see anything moving."

"It's an illusion!" Gandalf promised as he bangs his staff on the vines. This caused Thráin out of his illusion. "Just an illusion."

"What in the world have they done to you? Amy asked as she approached Thráin, wanting to know more about the story. "How did you get captured?"

"Azog had his servants imrprison me here in Dol Guldur." Thráin continued his story. "I thought the old fortress was abandoned, but it turns out that wasn't." He turned his eyes directly at Gandalf. "I saw him Gandalf. The Necromancer, the one who could summon the dead."

"What did the Necromancer want from you?" Gandalf asked.

"I never told him." Thráin shook his head. "He tried to make me, but I never said a word. He tortured me so much, and I remained trapped for many years, lingering as a wild animal." He looks at Gandalf and began to ask him a question. "Have you kept them safe, Gandalf? The map and the key."

"I gave them to Thórin." Gandalf answered. "You'll be proud of him."

"Proud of him for what?" Thráin asked, looking concerned.

"Your son has taken up the quest to reclaim the kingdom of Erebor." Amy added.

"Erebor!" Thráin gasped in shock and took a step back when he heard it.

"He will retrieve the Arkenstone, and the seven armies of the dwarves will answer to a new king!" Gandalf said proudly.

Thráin shook his head in disapproval. "No, no... Thórin must not go near Erebor!" He warned. "No one must enter that mountain!"

"Why do you mean?" Amy asked. "Why are so worried about this?"

"Because a sickness lies in that mountain." Thráin explained about the sickness. "It was casted by the Necromancer before Smaug was sent to take over. The sickness drove my father mad. Mad that his love for gold, jewels, and silver poisoned his mind. Gandalf, what have you done? Why did you do that?"

"I did what was necessary." Gandalf said. "It was my suggestion to do so. That dragon has sat there long enough, and very soon darker minds will come if no one reclaims the mountain."

"I'm afraid Gandalf... darker minds have already come to Erebor." Thráin answered worriedly. "Thórin is walking into a trap. Once he enters, he will succumb to it and Smaug will kill him even if he makes one attempt to find the Arkenstone."

"That is why I've hired a burglar." Gandalf added.


	27. Last Moon of Autumn

The sun was nearly close to setting, and Dwarves and Scoobies were running out of time. Knowing that the hidden door was somewhere on top, Bilbo followed the Dwarves and Scoobies as they all painstakingly make their way up the steep and treacherous steps and find a little rock-walled clearing in the side of the mountain. Thórin runs to the clearing first and makes a sudden stop to read the map.

"This must be it." Thórin whispered. "The hidden door." He turns to face the Dwarves and Scoobies who come into the clearing as well. "Let all those who doubted us... rue this day!" He cheered as the others cheer as well.

"Right. We have our key." Dwálin said.

"So now that we got the key, which means there is a keyhole which I don't see." Spike responded.

"We haven't come all this way for nothing." Buffy said.

Thórin begins exploring the walls of the clearing with his fingers, looking for a keyhole. He walks to the edge of the clearing and looks out at the setting sun. "The last light of Durin's Day will shine upon the keyhole." He read the words as he looks at the wall and tries to figure out what the light hitting the wall means. As the sun gets lower and lower on the horizon and nothing changes on the wall, Thórin started to get frantic and whispered to Nóri. "Nóri."

Nóri runs to the wall and begins tapping it in different places with a spoon while holding his ear to a cup held against the wall. As the sun was getting lower, Dwálin strains and pushes against the wall.

"Ah guys, we're losing the light." Harmony informed loudly.

"Come on!" Dwálin yelled as he kicked at the wall.

"Where is the bloody keyhole?" Spike growled as he begins to kick the wall with his foot.

"Be quiet! I can't hear when you're both thumping." Nóri cried.

"I can't find it... it's not here!" Spike yelled. "It's not here!"

As the sun gets closer to disappearing, Thórin frantically gestures to the other dwarves.

"Break it down!" Thórin shouted.

Immediately, Dwálin, Bifur, and Glóin smash at the wall with their weapons, but there was no avail.

"Come on!" Thórin shouted frantically.

"Guys, there's no point of all this!" Buffy shouted.

"Just give up!" Tor exclaimed.

"Keep up!" Thórin shouted.

"It's no good!" Bálin claimed. "The door's sealed."

"Bálin's right." Anya agreed. "It can't be opened by force."

Dwálin, Bifur, and Glóin drop their weapons in tiredness and disgrace as the sun disappears behind the distant mountains.

"The light's gone." Riley whispered and a slight sigh.

"It can't be." Buffy whispered as she shook her head.

"How is this possible?" Rhonda asked, looking confused as she turned to Xander. "You told us that last light would shine at the keyhole."

"Maybe it was the wrong spot." Faith guessed and turned her eyes directly at Thórin. "Thórin?"

"No." Thórin whispered in shock and stumbles forward and re-examines the old map, reading aloud. "The last light of Durin's Day will shine upon the keyhole. That's what it says." He holds his arms open is disbelief. "What did we miss?" He then walks up to Bálin, and repeats his question tearfully. "What did we miss, Bálin?"

"We've lost the light." Bálin replied softly. "There's no more to be done."

"We had but one chance and it failed." Xander sighed.

"Then I guess we came all the way here for nothing." Faith said and gets ready to leave. "I'm done with this."

"Me too, I quit." Kyle said and turns away.

"Me three." Spike said, raising his hand and walks pass Buffy. "See you down blonde."

The dwarves bow their heads in despair and turn back toward the stairs. The rest of the Scoobies began to do the same thing.

Buffy walks over to Thórin and whispered. "It's over, Thórin. Just let it go." She turns to walk away.

"Wait a minute!" Bilbo exclaimed confusedly. "Where are they going? You can't give up now!"

"Bilbo, it's over." Buffy said calmly to him. "There's nothing we can do."

Bilbo looks beseechingly at Buffy as she walks away. He stared at Thórin, but the dwarf turns away. He holds up his key and looks at it for one moment until he drops it to the ground. Then, Thórin throws the map at Bilbo's chest and walks past him. The dwarves begin descending down the stairs, but Bilbo stays in the clearing.

"Stand by the grey stone..." Bilbo recited the riddle from the map to himself while gesturing with his hands. Then, he goes to stand by the grey wall. "When the thrush knocks..." He looks around but doesn't see a thrush anywhere. "The setting sun... and the last light of Durin's Day will shine. Hmm. The last light. Last light…" He turns away from the wall, thinking hard and muttering to himself. With a thought, he looks up and sees the clouds move aside to reveal the moon. He looks at it wonderingly and sees that it illuminates the clearing. Hearing a noise, he turns back and sees a thrush hitting a snail against the grey wall. Just then, the moonlight hits the wall.

As the thrush flies away, Bilbo laughs with relief and delight and points at the wall. "The last light!"

The moonlight illuminates a keyhole in the rock, and Bilbo gasps in surprise. "The Keyhole!" He called for the Dwarves and Scoobies. He peers over the edge of the clearing at the stairs, but sees no sign of them. "Come back! Come back! It's the light of the moon, the last moon of autumn! Ha ha ha!" He then begins looking around on the ground. "Where's the- Where's the key? Where's the- it was here…but it was here, it was here! It was just…"

Bilbo is looking frantically around on the ground in the clearing for the key, suddenly, his foot hits it and it goes flying from the clearing. Just before it falls off the side of the mountain, a boot steps on the string and stops it. It was Angel. Angel slowly reaches down and picks up the key, then examines it. He turns around and passes the key to Thórin. The Dwarves and Scoobies smile in relief, and they all watch as Thórin inserts the key into the keyhole and turns it. He pushes the wall, and an unseen door opens into the mountain. The seams of the door. The door opens into a tunnel going into the mountain and the Dwarves abd Scoobies look in awe.

"Beautiful." Cordelia whispered in awe.

"Erebor." Thórin whispered with a smile.

"Thórin..." Bálin chokes up, and Thórin puts a hand on his shoulder.

Thórin then steps into the mountain and begins to remember what it was like in the past. "I know these walls." He whispered as he looked around. "These walls, this stone. You remember it, Balin. Chambers filled with golden light."

"I remember." Bálin nodded his head as he steps into the tunnel.

The rest of the Dwarves and Scoobies slowly and reverently enters the mountain. Inside, Nóri points at a carving in the wall above the door; it is of the throne of Erebor, with the Arkenstone above it, sending out rays of light in all directions.

"Herein lies the seventh kingdom of Durin's Folk." Glóin read aloud of the inscription on the carving. "May the heart of the mountain unite all dwarves in defense of this home."

Bilbo looks at the carving in interest and curiosity. Bálin explains it to him.]

"The throne of the king." Bálin explains it to him.

"And what's that above it?" Cordelia asked.

"The Arkenstone." Balin answered.

"Arkenstone… and what's that?" Bilbo asked as well.

"That, Master Burglar, is why you are here." Thórin responded.


	28. Finding a way to save Kíli

Inside Bard's house, Kíli is laying on a bed as he moaned and strained in pain.

"Ugh, his face is covered in sweat." Willow scoffed in horror.

"Ah! Ugh! Argh!" Kíli moaned.

"He's running a fever." Tara said.

As he continues to moan from the pain, Lance fills a bowl with hot water and rushes to him.

"Here we go." Lance offered.

"Thanks." Tara replied.

"Can you not do something?" Jonathan asked Óin.

"I need herbs, something to bring down his fever." Óin said.

Bard searches through his bag of medicines. "I have nightshade, feverfew…"

"They're no use to me." Óin said, cutting him off. "Do you have any Kingsfoil?"

"No, it's a weed." Bard answered. "We feed it to the pigs."

"Pigs? Weed? Right." Bofur nodded and points at Kíli. "Don't move." He then runs out of the house in search of pigs and Kingsfoil.

"Ah, he's not going anywhere." Gwen said to him.

"How did this happen exactly?" Devon asked.

"He got shot by an arrow." Oz remembered. "While we were leaving the Woodland Realm until we were ambushed."

"And he got shot in the leg." Gwen added, checking the wound. "How can he get sick when he gets shot by an arrow? It just doesn't make any a sense."

"Not unless if the arrow was poison." Fíli answered.

"Poison?" Willow asked. "What kind of poison?"

"A morgul arrow." Fíli responded the name of the poison.

"How on earth are we going to heal him?" Jonathan asked. "We don't even have the proper medicine to cure him."

"He's right." Devon agreed. "With no medicine, Kíli will die."


	29. Bálin and Bilbo

Bálin and Bilbo walk into a tunnel leading to the interior of the mountain.

"You want me to find a jewel?" Bilbo asked him.

"A large white jewel, yes." Bálin nodded his question.

"That's it? Only, I imagine there's quite a few down there." Bilbo assumed.

"There is only one Arkenstone." Bálin answered. "You'll know it when you see it."

"Alright." Bilbo complied.

Bálin continues to walk back down the tunnel, but then pauses. "In truth, lad, I do not know what you will find down there." He sighs and looks at Bilbo with an honest look on his face. "You needn't go if you don't want to, there's no dishonor in turning back."

"No, Bálin, I promised I would do this, and I think I must try." Bilbo said bravely.

Bálin looks at Bilbo, then begins to chuckle appreciatively. "It never ceases to amaze me."

"What's that?" Bilbo wondered.

"The courage of Hobbits." Bálin smiled. "Go now with as much luck as you can muster."

They nod at each other, and Bilbo proceeds down the tunnel while Bálin turns back.

"Oh, and Bilbo... if there is, in fact, a live dragon down there, don't waken it." Bálin warned.

Bilbo looks worried, but nods. He walks a few more steps, then turns as if to ask a question, but Bálin had already disappeared around a corner. Hoping to succeed, Bilbo tiptoes toward Smaug's lair.


	30. Duel in Dol Guldur

Throughout the night, Gandalf, Amy, and Thráin had been running through the fortress of Dol Guldur, trying to reach for their actual exit and warn Thorin of what is about to come.

"So your telling me that Smaug and the Necromancer are both working together?" Amy asked. "How is this even possible?"

"It does not matter." Thrain replied. "Smaug is waiting for them. Both he and the One are in league. Hurry! We must hurry!"

Before the ycould escape, Azog the Defiler emerges out and and attacks Gandalf. Gandalf only has the time to raise his sword and staff before Azog strikes him with his mace, sending Gandalf and his weapons flying.

"Gandalf!" Amy screamed, keeping Thrain closely behind her.

Gandalf lies on the ground, and multitudes of now-revealed Orcs stand behind Azog.

"Nakhig lo shulun, sharuku!" _(You have come too late, Wizard!)_ Azog laughed evilly. "Gorz nash." _(It is done.)_

The Defiler then raises his mace and swings to finish Gandalf off, with some of his Orcs running up as well, but Gandalf manages to scramble up with his staff and point it at Azog. The staff causes some sort of invisible barrier which stops Azog in his tracks.

"Where is your master?" Gandalf demanded the Defiler to answer his question. Azog refused to answer and roared as he tried to run at Gandalf again, but the wziard's staff stops him and the Orcs behind him. "WHERE IS HE?"

"Mig shâ zog!" _(He is everywhere!)_ Azog answered back to him in black speech. "Undagush nakh!" _(We are legion!)_

Gandalf, Amy, and Thráin back into the corner of the platform. While Gandalf held Azog at bay with his staff, Amy and Thráin look at the lower lowers of Dol Guldur behind them and sees hordes of Guldur Orcs and armored Wargs below, all armed for war.

"Khe ku ovas!" _(It is over!)_ Azog growled in black speech at the three and prepared to finish them once and for all.

Before Azog was about to strike, Gandalf shouts and swings his staff to bring down a flash of light and a thunderclap. When Azog and his Orcs open their eyes, Gandalf, Amy, and Thráin had disappeared. Believing they fled, Azog heard their footsteps moving away and knew they hadn't left.

"Gurid dum!" _(Run them down!)_ Azog ordered his troops to pursue them.

Gandalf, Amy, and Thráin run through the ruins as a pack of warg-riders chase after them. The three run into a building onto a bridge, and as Amy and Thráin run across, Gandalf strikes the building with his staff, causing parts of it to crumble and fall down, crushing the Wargs on their tail and destroying the bridge. In the distance, Azog roars and the three continue their route to escape. However, the three run onto a larger bridge when suddenly, a voice sounds out of the darkness. The voice came from a massive cloud of shadow that was in front of them, preventing their escape.

"There is no light wizard..." The shadowy voice said to Gandalf. "... that can defeat darkness."

"It's him." Thráin panicked.

"The Necromancer." Amy whispered in horror.

Thráin looks up at Gandalf. "Tell Thórin I love him." He pleaded. "Will you do that? Will you tell my son that I loved him?"

"You will tell him yourself." Amy promised him.

"It is too late." Thráin answered softly as the tendrils of smoke whip out from the Necromancer, grabbing the dwarf and killing him.

"NO!" Amy screamed in terror.

Gandalf raises his staff and forms a protective spherical shield of light around himself, about 60 meters in diameter. Tendrils of shadow try to pierce the shield, but cannot. As the shadow continues pounding at the shield, Gandalf struggles, and the shield grows smaller. Gandalf yells, and the shield grows larger again. However, the shadow grows even stronger, strong enough to disintegrate the bridge in front of Gandalf's shield. The shield grows smaller and smaller, until it is barely bigger than Gandalf. Gandalf opens his eyes in shock, and his shield completely disappears, and he is pushed back.

Before the shadow rushes at him, Amy grabs the wizard's staff in time and manages to form the shield again that Gandalf casted. Amy struggles as she falls to her knees, but she kept on holding on to Gandalf's staff above her head and the shield continues to grow and shrink. Finally, the shadow pushes so hard that the shield collapses, and she falls back along with Gandalf. Amy holds Gandalf's staff and tries to protect Gandalf, but that was when the shadow turns into a wreath of flames. Amy and Gandalf looked on in horror when the flames turn into the slit pupil of an eye, then slowly take the form of a tall man, wearing armor, and with a helmet shaped like spikes. As the burning figure approaches the two, Amy held on to Gandalf's staff until it started to burn and disintegrates away to nothing.

Without Gandalf's staff, the Necromancer picks Amy and Gandalf up into the air and then slam them down on the stones. They then hurl them into a wall and hold them there. The wall around them crumbles and falls in the presence of the Necromancer. The Necromancer looks at Amy and Gandalf, and the flames around him explode, forming a fiery eye with his body at the center like an iris.

"Sauron." Gandalf moaned out his name, recognizing the Necromancer for what he really was.


	31. Smaug's Lair

Bilbo quietly walks through a large doorway and finds himself in a massive hall. "Hello?" He whispers out loud, but there was no response. He then knocks quietly on the wall beside him, but the sound is intensified loudly as it echoes, and he jumps and presses himself against the wall in shock. Seeing no reaction to the noise, he walks out into the hall on an elevated walkway. "You're not at home. Not at home." He whispered to himself. "Good. Good, good, good."

At the top of a staircase, Bilbo suddenly stops walking and his mouth hangs open in shock. He sees mountains of gold, jewels, weapons, cups, and all sorts of treasure piled dozens of feet high all throughout the immensely massive hall. He gently climbs down the stairs and carefully begins to walk atop the treasure. He tries to be quiet, but the coins and jewels beneath his feet make a lot of noise. He pokes around, looking for the Arkenstone. He finds a large white jewel and examines hit.

"What's that?" Bilbo asked quietly to himself as he shakes the jewel and continues examining it. Seeing that it wasn't the Arkenstone, he carelessly throws it aside, then jumps when it clatters and makes a lot of noise. "Sushh, sushh."

Bilbo continues to look around, but then sits down and tries to think of how he could find the Arkenstone.

"Arkenstone, Arkenstone... a large, white jewel." Bilbo whispered. "Very helpful."

Bilbo noticed he was surrounded by so much treasure and that it would be impossible for him to find one particular jewel out of all of it. He climbs up a mountain of gold and makes a sudden stop. He looks down and picks up a golden cup that he fancied, but this action started a small avalanche of coins. Bilbo looks up and sees the coins falling away to reveal an eye, which is shut. Bilbo jumps behind a stone pillar in fright and noticed that the eye was revealed to be the dragon Smaug. Bilbo breathed deeply in a panic and did as much to be silent, and hope that the avanlanche wouldn't wake him up.

Suddenly, Smaug snorts, and the treasure around his nose falls away, revealing it. Bilbo, panting, slowly tries to make his way down the pile of gold, but stops short when he realizes that Smaug's body is buried in a large circle around where he is standing. The gold all along Smaug's body begins to ripple and Bilbo fears that the dragon was about to awake. The frightened hobbit takes a few steps, then pauses and kneels as Smaug begins to raise his head, his eye still closed. As Smaug opens his eye, Bilbo runs and dives behind a pile of gold.

As Smaug's eye looks around, Bilbo reaches into his pocket and pulls out the Ring that he took from Gollum back at the time when he stole it from the Goblin tunnels. He looks at it for several seconds, then looks up as Smaug begins to raise his head. The hobbit quickly puts the Ring on, and becomes invisible once Smaug raises his head and sniffs through the air.

"Well, thief, I smell you." Smaug sniffed around. "I hear your breath. I feel your air. Where are you?"

As Smaug says this, he moves his head back and forth around the place where Bilbo is invisibly standing, and Bilbo had to duck and avoid being knocked over. However, Bilbo began to panic and runs down the mountain of treasure. Even though he is invisible, Smaug can see where he is going due to the coins he's dislodging with his feet while running. Smaug follows rapidly until Bilbo ducks behind a stone outcropping as Smaug continues searching.

"Come now, don't be shy." Smaug insisted for the intruder to appear. "Step into the light." He looks around and approaches right in front of Bilbo's hiding place. "Mmm, there is something about you, something you carry. Something made of gold, but far more... _PRECIOUSSSSS._ "

As Smaug says "Precious," the word reverberates in Bilbo's head over and over and he strains in mental pain. THen, he sees a flaming eye burst into his vision, causing the hobbit to foolishly yank the Ring off. Now that the Ring was off of him, he had now become visible to Smaug.

"There you are, thief in the shadows." Smaug grinned.

"I did not come to steal from you, O Smaug the Unassessably Wealthy." Bilbo stuttered. "I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say." Then, he started to whimper in fear. "I did not believe them."

Hearing this, Smaug stomps several yards away and draws himself up so his entire body is visible to Bilbo. He was a massive dragon with two back legs, two massive bat-like wings with claws, and both his neck and tail were incredibly long. His head alone was the size of a school bus.

"And, do you you now?" Smaug asked him in an echo throughout the entire cavern.

"Truly, the tales and songs fall utterly short of your enormity, O Smaug the Stupendous." Bilbo said, pretending to feel flattered by this.

"Do you think flattery will keep you alive?" Smaug asked, as if he wanted to kill him.

"No- no, no." Bilbo panicked.

"No, indeed." Smaug nodded and snakes his head closer to Bilbo. "You seem familiar with my name, but I don't remember smelling your kind before. Who are you, and where do you come from, may I ask?"

Before Bilbo opens his mouth to speak, he then suddenly sees something off to the side. He sees a small, white gem glowing with an unnatural light, buried under one layer of coins. It was the Arkenstone.

"I- I come from under the hill." Bilbo stuttered his answer, but did not feel it was necessary to reveal his real name to him.

"Underhill?" Smaug asked, starting to look intrigued.

Bilbo nods, and sneaks a peek at the Arkenstone that wasn't as far away from him.

"And under hills and over hills my path has led." Bilbo continued. "And, and, through the air. I am he who walks unseen."

"Impressive. What else do you claim to be?" Smaug asked as he snakes his head forward until his teeth are inches from Bilbo's face.

"I am...luck-wearer." Bilbo grimaced at his breath. "Riddle-maker."

"Lovely titles; go on." Smaug insisted.

"Barrel-rider." Bilbo answered his last title.

"Barrels?" Smaug exclaimed and felt very intrigued by these titles. "Now that is interesting. And what about your little dwarf and human friends? Where are they hiding?"

"Dw- Dwarves?" Bilbo responded and pretended that he didn't know what Smaug was talking about. "No, no, no dwarves or humans here. You've got that all wrong."

"Oh, I don't think so, barrel-rider." Smaug declined to believe him. "They sent you in here to do their dirty work while they skulk about outside."

"Truly, you are mistaken, O Smaug, Chiefest and Greatest of Calamities." Bilbo said.

"You have nice manners... for a thief and a liar!" Smaug growled. "I know the smell and taste of dwarf. No one better. It is the gold! They are drawn to treasure like flies to dead flesh."

As Smaug stomps about, his claws knock the Arkenstone away from where it had been, and Bilbo gasps. The Arkenstone bounces down the mountain, and Bilbo runs after it.

"Did you think I did not know this day would come, when a pack of canting dwarves would come crawling back to the mountain?" Smaug exclaimed.

Bilbo trips and slides down the gold while Smaug follows after him, knocking over as massive stone pillar in his rage. As the pillar falls, its reverberations sound throughout the mountain.

* * *

While the Dwarves and Scoobies sitting in the clearing above the secret stairs, they felt a deep rumble and stand up suddenly.

"WOW!" Xander jumped.

"What was that?" Anya asked in a panic.

"Was that an earthquake?" Tor guessed.

"That, my lad... was a dragon." Bálin answered.

Thórin looked worried now that Bilbo had awoke the beast that slumbered for many years in the kingdom of Erebor.

"He must've woke it up." Buffy assumed.

* * *

"The King under the mountain is dead." Smaug declared about Thrór. "I took his throne."

Smaug looks for Bilbo, and Bilbo burst out of a pile of gold beneath Smaug's claw. Bilbo runs down a staircase, and leaps off the side as Smaug's head swings at him.

"I ate his people like a wolf among sheep." Smaug bellowed.

As the Arkenstone bounces rapidly down the mountain of gold, Bilbo slides rapidly after it with Smaug in pursuit.

"I kill where I wish, when I wish. My armor is iron." Smaug described.

The Arkenstone and Bilbo slide under a covered stone structure. Smaug opens his wings and glides down to land atop the structure.]

"No blade can pierce me!" Smaug stated.

* * *

The Dwarves and Scoobies were in the clearing on the mountain and see an orange glow from the mountain coming through the door.

"Okay, this is really bad." Cordelia informed.

"Man, we have to get out of here." Percy suggested. "Our job is done."

"But what about Bilbo?" Óri asked worriedly.

"Óri's right, we can't just leave him in there." Scott agreed to the dwarf's point. "Someone has to go down there and rescue him."

"No, give him more time." Thórin said.

"Time?" Buffy exclaimed. "Time to do what exactly? To be killed?"

"You're afraid." Thórin answered her.

Buffy scoffed and looked quite surprised on how Thórin was reacting towards her. "Yes, I'm afraid. I'm afraid of whats going to happen to him once the dragon burns him to death." She takes a step up to Thórin. "Thórin, I'm starting to worry about you."

"You nothing about me." Thórin rejected the truth.

"Well I do." Angel said. "We fear for you. A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad."

"I am not my grandfather." Thórin refused to believe that. "I never was. I knew what we had done, but that doesn't mean I'm succumbing to it."

"Yes, but your not acting like yourself." Anya pointed. "The Thórin I know would not hesitate to go in there..."

"I will not risk this quest for the life of one burglar!" Thórin snapped.

Bálin looks at Thórin disgustedly. "Bilbo. His name is Bilbo."

"And he's not just your burglar, you know." Faith counted. "He's our friend."

"We can't just leave him in there." Riley said. "Someone has to be brave enough to go in there."

"And who would do that?" Tor asked. "I mean... what we end up dead if we take one step inside."

"Those are coward's words." Buffy said to him. "Look I know this is dangerous, but look around, we fought against a powerful evil that threatened Sunnydale. Did cowards run to survive that or did they stay and end up been brave?"

"Buffy's right." Rhonda agreed. "I mean, we were bullies once, and that made us not brave, but cowards."

"But that changed us." Kyle added.

"And we change that unless we're all brave enough to go down there together." Heidi suggested.

"Wow, wow, wow, I don't think that would be the wisest choice." Spike declined the idea as he approached them. "Seriously, there's a fire-breathing dragon in there, and I wonder what fire will do to us."

"Then Spike, maybe you should stay here while the rest of us go in." Buffy said sharply.

"I didn't know guys like you would be cowards." Faith grinned.

"Coward, you call me a coward?" Spike asked angrily.

"Then let's prove it that we are all brave, and go down to rescue our friend." Buffy growled and then looks at everyone. "Does anyone want to do this? Should we finish this?"

"I'm in." Owen declared.

"So am I." Scott declared as well.

"Don't look at me." Percy said and gave a deep breath. "I'll do it."

"Xander taught me how to become brave, but I'm ready to do some action." Larry grinned. "Count me in."

"Wished I stay home." Roy sighed. "But I'm ready to face on what is about to come in there."

"I'm going in there." Xander said. "Unless if Anya's brave to do it."

"Hahahaha, very funny." Anya pretended to laugh.

* * *

Back in the lair, Smaug continued to search for Bilbo like a cat. Bilbo hides under the stone structure like a mouse.

"It's Oakenshield." Smaug sniffed, recognizing the scent. "That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?" He asked as he circles around the structure.

Bilbo remains hidden beneath the pillar until he spots the Arkenstone at the other end of the structure. "No, no, no. I don't know what you're talking about." He lied as he quietly sneaks over to the Arkenstone, but is forced to hide behind a pillar as Smaug looks beneath the structure.

"Don't bother denying it!" Smaug exclaimed. "I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land."

Bilbo was scared now. He still remained hidden behind a pillar.

"You have been used, thief in the shadows." Smaug claimed. "You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing."

"No. No. No, you're lying!" Bilbo refused to believe Smaug's words about his friend.

"What did he promise you? A share of the treasure?" Smaug asked him. "As if it was his to give. I will not part with a single coin. Not one piece of it."

Hearing that Smaug is on top of the structure, Bilbo reacts and seeks the Arkenstone lying a few feet away from the structure and makes a run for it. Smaug sees him and whips his tail, sending Bilbo, the Arkenstone, and gold flying around. Bilbo tumbles and lands against a pillar.

"My teeth are swords! My claws are spears! My wings are a hurricane!" Smaug continued to describe himself. As he displays his wings, Bilbo notices a scale missing on the left side of Smaug's chest.

"So it is true." Bilbo whispered to himself. "The black arrow found its mark."

"What did you say?" Smaug growled.

"Uh, uh, I was just saying your reputation precedes you, oh Smaug the tyrannical." Bilbo stuttered and slowly backs up. "Truly, you have no equal on this earth."

Suddenly, Bilbo looks down and sees the Arkenstone lying just a few feet from him, and he gazes at it.

"I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad." Smaug stated and begins to rear his head. "But I think not. I think our little game ends here. So tell me, thief, how do you choose to die?"

Smaug's chest glows with a light from inside, and Smaug's head streaks forward, jaws open, to eat Bilbo. However, Bilbo puts on his ring and disappears, and Smaug's jaws close on empty space. Angrily, he raises his head again, and the glow from his chest travels up his neck; roaring, Smaug bellows out a massive wall of flames over the area in which Bilbo had been standing. Unseen by him, coins on the ground move as an invisible Hobbit runs away and up some stairs. Reaching a hallway, Bilbo exhaustedly pulls off the Ring and continues to run as fast as he could while Smaug rages about, blowing fire, destroying pillars, and making a deep roar that echod throughout the lair.


	32. Dol Guldur Unleashed

At Dol Guldur, Gandalf wakes up and finds himself trapped in one of the spiked, hanging metal cages he had seen before. He is bloodied, bruised, and burned.

"Gandalf?" Amy whispered to him while she finds her in a cave. "Gandalf, what happened? Why an I in a cage?"

"We were knocked from the illusion." Gandalf replied.

"Gandalf, who was that?" Amy asked him fearfully. "He didn't look human to me. He's was something else."

"His name is Sauron." Gandalf answered her question.

"Who is Sauron?" Amy asked him again. "What does he want exactly?"

Suddenly a horn was blown, and the two prisoners look down and sees legions of Guldur Orcs and Wargs march out of Dol Guldur, armed and equipped for war.

"Where are they going?" Amy asked.

"They are marching straight towards Erebor." Gandalf answered. "After all this time, we were deceived. This was clearly a trap."

"Then we have to get out of here." Amy suggested. "We have to get to Erebor and warn the others of what is coming. Otherwise, it will be too late."


	33. Orc Attack in Esgaroth

Reverberations from the Lonely Mountain reached as far towards Esgaroth. Inside Bard's house, everyone looks up at the sound, and dust falls from the ceiling while Kíli is still moaning in pain.

"What was that?" Gwen asked, feeling the rumble.

"Was that earthquake?" Devon asked.

"Da?" Sigrid asked.

"It's coming from the mountain." Bain assumed.

Fíli leaves his brother's side and walks to Bard. "You should leave us." He suggested. "Take your children; get out of here."

"And go where?" Bard asked. "There is nowhere to go."

"Are we going to die, Da?" Tilda asked worriedly.

"No, darling." Bard answered, trying to

"If that dragon is awake, then its going to kill us all." Jonathan whimpered.

Bard looks at his children worriedly for a moment, then reaches up and pulls a black arrow, the last of the three that Girion had in Dale, from where it had been hidden as a drying rack for plants. His children look at the arrow in shock.

"Not if I kill it first." Bard hissed.

* * *

Bard and Bain left the house quietly and sneak through the town. Bard is holding the arrow as he looks around a corner to check whether all is clear.

"Alright." Bard whispered.

"A black arrow? Why did you never tell me?" Bain asked him quietly.

"Because you did not need to know." Bard replied back in a whisper.

The two duck behind a wall as a group of soldiers pass by them. Bard puts his arm on Bain's shoulder and indicates the tower with the dwarvish wind-lance on top.

"Listen to me carefully: I need you to distract the guards." Bard instructed hi son. "Once I'm at the top of the tower, I'll set the arrow to the bow."

Just then, Braga and the other soldiers, who have been sent to find Bard, spot him.

"There he is!" Braga yelled out to his guards. "Bard! After him!"

"Quickly! Down there! Go!" Bard shouted.

"STOP HIM!" Braga yelled.

Bard and Bain run through shop and docks, knocking over various items in their way. The soldiers follow, yelling "Stop him!" The shopkeepers yell angrily at both parties. When they have put some distance in front of the guards, Bard stops Bain and hands him the black arrow.

"Bain! Bain. Keep it safe." Bard told him quietly. "Don't let anyone find it. I'll deal with them."

"I won't leave you!" Bain cried.

"GO!" Bard snapped

As Bain runs off, Bard turns and faces Braga, who has just caught up to him.

"Braga, what is going on here?" Bard asked him.

"You are under arrest." Braga sneered.

"On what charge?" Bard growled.

"Any charge the Master chooses." Braga replied.

Bard turns and sees that he is surrounded. He then turns back and suddenly punches Braga in the face, then punches his way through the soldiers and runs with the soldiers in pursuit.

Bain, seeing the soldiers chase his father, jumps into a boat and hides the arrow beneath some ropes and fishing gear.]

Bard runs through the town; he leaps across a channel using boats as stepping stones. He uses his momentum to cause the last boat to slide several feet across the water until he can step onto the opposite bank. A soldier trying to follow him slips and falls out of a boat into the water. Bard runs down an alley, but a foot is suddenly stuck out of a doorway and Bard trips over it, falling into a pile of wood. As he sits up, dazed, Alfrid steps forward, followed by the Master. As Bard struggles to get up, the Master lifts a wooden pole and hits Bard in the head with it, knocking him out.

* * *

Bain runs back to the house to inform the others on what had happened, but he did not realize that Bolg and his Orcs were sneaking around on the rooftops, looking for the dwarves.

"Shugi Khozd-shrakhun hum." _(The filthy dwarf rats are somewhere here.)_ Bolg said quietly as he sniffed through the air. "Nuzdidiz." _(I can smell them.)_

* * *

Meanwhile, Bard wakes up in a cell while Braga, Soury, Adrian and a group of soldiers were drinking and partying nearby his cell. Bard rubs his head as he wakes, then jolts upright when he realizes he is in prison.

* * *

While the city was quiet, Bofur runs through Esgaroth, trying to find Kingsfoil. He smells some flowers on a windowsill and rejects them. He continues running about while Bolg and other orcs spy him from a rooftop.

"Khozd!" _(Dwarves!)_ Bolg growled softly as he watched the dwarf run about.

Bofur runs to find a pig eating some weed. He yanks it out of the pig's mouth and examines it, then smiles and turns to get back to Kíli. Bolg and his Orcs follow on the rooftops.

* * *

Back at Bard's house, Sigrid leans over the balcony outside the front door, looking for her father until she suddenly heard a noise nearby.

"Da? Is that you, Da?" Sigrid called out, believing it was her father. She looks around for Bard but doesn't look up and see Orcs creeping on the roofs of the neighboring houses.

Inside the house, Gwen was bringing in a cold cloth on Kíli's forehead.

"This will do." Gwen whispered as she placed it on the moaning dwarf.

"Hey, do you hear that?" Tara asked.

"Hear what?" Oz asked.

Suddenly, the others heard a noise on the roof and looks up.

As Sigrid turns to walk back inside, an Orc drops on the balcony behind her. She screams and slams the door, but the Orc stops it with his sword. Hearing the screams, Bain, Tilda, Gwen, Oz, Willow, Tara, and the others jump up.

Bofur had been hearing the scream and hurries back to the house until an Orcs leaps at him from above. As the Orc swings its axe, Bofur falls backward and drops the Kingsfoil.

* * *

At the house, another door opens and and Orc strides inside. Jonathan screams like a girl and runs to hide when Oz throws a stack of plates at the orc's head, but another Orc breaks through the roof and falls into the house. The first orc at the door swings at Sigrid, at she falls backward onto the table benches. She slides under the table and pulls the bench sideways next to her as a shield while Devon grapples with the Orc that tried to attack Sigrid. As another orc falls in through the roof, Tilda throws a plate at it, then Sigrid pulls her under the table as well.

"Get down!" Gwen screamed as she grabbed a broom and stacked it in the orc's face.

When an orc threatens Bain, and Bain pushes the bench at it, knocking it over. Bain then grabs the end of the bench and throws it up, hitting the Orc in the head. More orcs jump in through the roof, and one approaches Kíli, who is lying in bed.

* * *

Bofur tries to crawl away, but the Orc grabs him by the legs and pulls him back, then throws him onto a table which tips and causes the dwarf to roll away. The orc raises its sword to cut Bofur down, but is suddenly skewered by an arrow through its chest and falls over dead.

* * *

In the house, the Sigrid and Tilda had been screaming in terror while Willow, Bain, Tara, Oz, Lance, Óin, Fíli, Gwen, and Devon had defending themselves. As an Orc flips over the table, Oz and Devon grab the orc and kill it while few more jump down. When another Orc leaps to the balcony in front of the house, Tauriel appears and stabs it in the throat with her knife. She pulls out her other knife as well, and begins killing the Orcs in the house. Legolas jumps in through one of the holes in the roof and begins to slay as many Orcs in the house. When one of the Orcs came at Kíli and grabbed him by the wounded leg, Kili screams in pain until Tauriel throws a knife into the Orc's throat. While Legolas and Tauriel slay Orcs left and right, Devon grabs Bain and forces him down.

"Get down!" Devon shouted.

Tauriel kills the Orc, then turns to kill another one. Kíli stabs the Orc as well with the knife Tauriel had thrown earlier, and they together kill the Orc. But then, Kíli falls over onto the floor, howling in pain, and Tauriel looks at him in worry.]

During the fight inside the house, Fimbul flees from the house and jumps over the balcony, landing in a boat in the water below. He yells to Bolg, who is striding toward the house.]

"Ekinskeld obguranid!" _(Oakenshield has gone!)_ Fimbul yelled to Bolg in Black Speech.

"Gur! Arangim!" (Fall back! Regroup at the bridge!) Bolg yelled to his troops to retreat.

Before Fimbul was about to flee, Legolas stabs an Orc and trips it, and it falls backward over the balcony railing and lands in the boat below. The boat acts like a seesaw and sends Fimbul flying up into the air until Legolas slices off its head with his knives. As the orc's body falls into the water below, its head still looks at Legolas. Legolas releases the head and it falls into the water. After the skirmish, Legolas looks and sees the remaining Orcs running through Esgaroth.

"You killed them all." Lance said amazedly to Tauriel. "That was amazing."

"There are others." Legolas informed as he strides toward the door and beckons Tauriel. "Tauriel, come."

"We're losing him!" Óin panicked.

Tauriel looked shocked by this as Legolas looks at her for a moment and then walks out the door. Tauriel remains standing and watches Legolas jump over the balcony and onto a bridge, then begins running. Tauriel looks away and begins to head out the door to follow Legolas. Just as she reaches the door, Kíli moaned in pain, and Tauriel turns to look at him sadly. Hearing a noise, Tauriel grabs her knives, but in relief, she saw that it was Bofur running up with the Kingsfoil. Seeing the kingsfoil, Tauriel's eyes open in shock and she snatches the plant from Bofur's stunned grasp.

"Athelas." Tauriel whispered in shock and reverently examines it. "Athelas…"

"What are you doing…?" Bofur asked her.

"I'm going to save him." Tauriel whispered in response.


	34. Smaug's Wrath

In the mountain, Thórin decided to save Bilbo and charges down the stairs throughout the tunnels. He stops suddenly when flames light up the walls of the tunnel. He runs out onto the same overhang Bilbo had reached earlier, and then stops abruptly when he sees the mountain of treasure all around him. As he breathes heavily in joy, Bilbo runs up to him.

"You're alive!" Thórin exclaimed proudly.

"Not for much longer!" Bilbo panicked.

"Did you find the Arkenstone?" Thórin asked him anxiously.

"The dragon's coming!" Bilbo warned.

"The Arkenstone!" Thórin snapped.

Thórin and Bilbo were both standing at the entrance to the tunnel, but Thórin was blocking Bilbo's way. They pause and look at each other for several seconds.

"Did you find it?" Thórin asked him quietly.

They stare at each other for several seconds, panting heavily.

"No. We have to get out." Bilbo answered.

As Bilbo tries to enter the tunnel, Thórin swings his sword across it, blocking the entrance. He presses the blade against Bilbo, and Bilbo stumbles back, the sword still touching him. Bilbo and Thórin face each other, with the tip of Thórin's sword against Bilbo's chest.

"Thórin. Thórin!" Bilbo exclaimed.

Buffy comes down and noticed what was happening.

"Thórin, what are you doing?" Buffy asked, concerned.

Thórin didn't answer her and continues to step forward, forcing Bilbo to step back. Bilbo's eyes are open in fear, and Thórin's face is steel and blank of emotion.

"Thórin, put the sword down!" Buffy exclaimed. "Thórin!"

Suddenly, Bilbo looks off to the side, and both Buffy and Thórin hear a sound in their direction. They turn and see Smaug approaching over the mountain of treasure. Smaug, recognizing Thórin, snarls at the dwarf. Suddenly, the remaining Dwarves and Scoobies run out of the tunnel and ready their weapons to face Smaug.

Smaug roars and rushes at them as his chest and neck glow orange. "YOU WILL BURN!"

"RUN!" Buffy yelled.

Just as Smaug bellows fire at them, the Dwarves and Scoobies take Bilbo and they all turn and jump off the staircase. They tumble down the pile of treasure and land near the entrance to another tunnel, which they run into.

"Come on, Bilbo!" Angel cried.

Angrily, Smaug breathes fire in all directions. Thórin, the last one in the door, pushed in by the force of the flames. He runs into the room at the other end of the tunnel with the back of his coat on fire, and he throws himself on the ground and rolls to extinguish the flames. He jumps back up.

"Come on." Thórin beckoned.


	35. Saving Kíli

Back at Bard's house, Tauriel washes and tears apart the Kingsfoil in a tub of water held by Tilda. Fíli, Gwen, Oz, and Devon picked up a crying Kíli while Óin and Bofur clean off the table and allow them lay him there. and try to hold him down.]

"Can somebody hold him down!" Gwen shouted.

"Jonathan, hold his leg!" Devon exclaimed.

"Right." Jonathan complied.

Tauriel approaches with the bowl of water and examines Kíli s wound as Willow and Tara watch. Seeing how black and festered it is, they look away in worry. As the others look on, Tauriel closes her eyes and begins chanting in Elvish while she kneads the soaked Kingsfoil in her hand, then presses it to Kíli's wound.

"Menno o nin na hon i eliad annen annin, hon leitho o ngurth." _(May the blessing that was given to me be sent from me to him, may he be released from death.)_ Tauriel chanted in elvish.

As Tauriel continues chanting, Gwen, Fíli, Devon, Oz, Jonathan, Lance look at her strangely while Óin listens in amazement through his fairly dented hearing trumpet. Kíli started to calm down and the pain was starting to swell away during the chanting.

* * *

After healing Kíli from the terrible pain he received, Tauriel binds the dwarf's leg with a clean cloth. Kíli lies on a table with his head in a basket of walnuts.

"I've heard tell of the wonders of elvish medicine." Óin said in amazement. "That was a privilege to witness."

"I must say, that was pretty amazing." Gwen remarked. "And yet... I wonder what we could do with kingsfoil?"

Kíli slightly opens his eyes and looks at Tauriel. "Tauriel."

[Tauriel:] "Lie still." Tauriel smiled.

"You cannot be her." Kíli said weakly.

Tauriel looks up in confusion.

"She is far away. Sh- She is far, far away from me, and she walks in starlight in another world." Kíli continued to speak weakly. "It was just a dream." He slowly raises his hand and entwines his fingers with Tauriel's. "Do you think she could have loved me?"


	36. Thórin's plan

Back in Erebor, everything was quiet and dark. There is no sign of either the dragon or the dwarves. Suddenly, there were footsteps, and both the Scoobies and Dwarves emerge out of a tunnel and approach a stone bridge over a chasm. Thorin raises his hand and quiets the group.

"Shh. Shh." Thórin shushed the others to be quiet.

"Quiet." Buffy whispered.

The Dwarves and Scoobies walk slowly near the foot of the bridge and Angel peers around the edge of the tunnel, looking for any sign of Smaug.

"Anything?" Cordelia whispered from behind him.

"It's all clear." Angel whispered.

"We've given him the slip." Dóri whispered, thinking that they outsmarted Smaug.

"I think he's right." Percy whispered.

"No, I bet he's too cunning for that." Faith whispered, shaking her head.

"So where to now?" Buffy asked.

"The western guardroom." Thórin whispered. "There may be a way out."

"It's too high." Bálin whispered. "There's no chance that way."

"It's our only chance." Thórin whispered back to him. "We have to try."

"I'll go for Thórin's plan." Scott whispered in agreement.

"So far, let's just get the bloody hell out of here." Spike whispered.

"Alright, let's go." Buffy whispered.

Quietly, the Dwarves and Scoobies tiptoe across the bridge, looking all about, making sure that the dragon hadn't spot them. Suddenly, a coin falls to the floor right in front of Bilbo and rings loudly. Everyone freezes and they all look at Bilbo. Bilbo, however, had been frantically checking his jacket to see if any coins had been stuck in his fold, but there were none.

"Bilbo, tell me you didn't?" Anya whispered in fear.

Xander covers her mouth quickly and shushes her.

Hearing another coin fall, they all look up and see Smaug crawling just above them, looking for them. He hasn't seen them. The coins that fell came from his chest and arms, where several coins and gems have embedded themselves after years of him sleeping on them. Angel, Spike, Larry, motions for them to keep moving.

"Don't scream." Larry whispered very tightly to the others.

* * *

After losing Smaug for now, the Dwarves and Scoobies had all been running through a hall and emerge in the western guardroom.

"Stay close." Thórin said.

Finally, they all stop abruptly when they see that the guardroom was full of rotted, dust and cobweb-covered corpses of dwarves that recently lived in Erebor before the dragon came.

"What happened here?" Harmony asked, looking at the corpses.

Buffy walks over to the entrance that was completely blocked and replied. "It seems like a landslide must've blocked the exit.

"Then that means these poor dwarves were trapped." Heidi said quietly.

"They were all left here to die." Angel said, kneeling down to examine the one of the corpses.

"Then that's it, then." Xander sighed fearfully. "There's no way out."

"We're trapped." Spike sighed. "Trapped like bloody rats in a sewer."

"The last of our kin." Bálin sniffed. "They must have come here, hoping beyond hope."

"Where do you think we should go?" Riley asked.

"We could try to reach the Mines." Anya suggested. "Although, we might not last a few days."

"Well, I guess that means we're trapped for good." Kyle sighed in disgrace.

"Now, we're going to end up like them." Larry said, sitting down on a flat rock. "I just never thought this day would come."

"Will starve to death, Larry." Xander said as he sat next to him. "But it was good having you along." He gives him a smile. "You are best fighter I ever had so far."

"Yeah." Larry nodded and started to laugh a bit. "I always knew you as a good friend."

"We can't just sit here, wait, or starve to death." Buffy said. "We can't just give up and let Smaug win."

"Buffy's right." Riley agreed. "I'm not going to just cower or claw for breath."

"We will not die like this." Thórin said to him and the other. "We make for the forges."

"How on earth are we suppose to get to the forges?" Anya asked.

"He'll see us, sure as death." Dwálin warned.

"Not if we split up." Thórin suggested.

"Thórin, we'll never make it." Buffy said worriedly. "None of us will."

"You said it yourself." Thórin said to her. "We are not giving up. We kill the dragon... together."

"I never knew I would die for this, but I'm willing to do it... for your people." Roy said bravely.

"Count me in." Faith grinned.

"Yeah." Owen sighed as he stood up. "I'm ready for this."

"So are we." Rhonda said.

"So what's the plan exactly?" Scott asked.

"Our plan is simple." Angel spoke up. "We lead him to the forges. All we need to do is split into groups, distract him."

"That's going to be tough." Cordelia argued.

"Cordelia's right." Buffy sighed and looked at her fellow Scoobies. "But If this is to end in fire, then we will all burn together."

"Well let's go." Xander grinned excitedly. "Let's kick some dragon butt."

* * *

Splitting into groups, Thórin leads Bilbo, Buffy, Angel, Faith, and Bálin across the bridge.

"This way!" Thórin shouted.

Suddenly, a booming sound comes from nearby.

"I think we got his attention." Faith shouted.

"Flee, flee! Run for your lives!" Smaug growled in delight as he appears and goes for the six. "There is nowhere to hide."

"Behind you!" Dóri yelled.

Smaug turns at the sound and spots Dóri, Óri, Bombur, Xander, Anya, Harmony, Scott, and Owen that were running on another bridge. and yelling to distract Smaug.

Smaug looks at them and immediately lunges toward them.

"RUN!" Xander yelled.

"Come on!" Harmony shouted.

As Smaug chases the second group, the first group Thórin, Bilbo, Buffy, Angel, Faith, and Bálin continue to cross the bridge. That was when the third group; Dwálin, Nóri, Riley, Larry, Rhonda, Heidi, Tor, and Kyle run across another bridge and yell to distract the angry dragon.

"Hey you!" Tor yelled. "Come and get us!"

Smaug turns and jumps at them, but the third group managed to run off the bridge and make their way into a tunnel just before Smaug's claw lands where they were. The fourth group, Spike, Roy, Glóin, and Bifur, use this chance to run across a bridge and make it into a tunnel as well. Angrily, Smaug blows fire after them. He blows rapidly in an arc all around him, into all the tunnels. His fire causes the stones beneath Spike, Roy, Glóin, and Bifur to glow in heat. They reach a cliff and leap into the air, landing in large troughs which they slide down, and eventually land in the buckets of a large hanging conveyor belt system used in the past for mining.


	37. Legolas vs Bolg

Back in Esgaroth, Bolg strides across a bridge and issues a command to his Orcs and Wargs who are waiting there.

"Zidgar Guldur-nar!" _(Send word to Dol Guldur!)_ Bolg instructed his fellow orcs in black speech. "Ekinskeld Erebor-nar nakhan!" _(Oakenshield has reached the Mountain!)_

Bolg and the Orcs turn when they hear the sound of steel and fighting in the town behind them. The sounds were coming from Legolas, who continued to pursue the Hunter Orcs.

Bolg turns back to the Orcs. "Gur!" _(Go!)_ He commanded his orcs and turned to the others. "Abguriz!" _(You! Come with me.)_

As the Orcs turn to leave, Bolg and two Orcs stride back toward the town. The remaining Orcs and Wargs gallop across a long bridge connecting Esgaroth to the mainland. Bolg steps into a long alley just as Legolas enters it from the other side. They glare at each other, and Legolas whips out Orcrist, which he has been carrying at his hip. Holding it in both hands, he advances toward Bolg.

As they walk toward each other, the other two Orcs appear out of hiding spots on either side of the alley and attack Legolas. Legolas knocks the two of them down just in time to deflect a blow from Bolg. Legolas fights all three Orcs at once, and when he has knocked down the two again, he stabs at Bolg's stomach, but Bolg drops his weapon and catches Legolas's sword between his arm and ribs. He pulls Legolas closer to him using the sword and then throws him against a wooden pillar. Legolas drops the sword. Before he can get up, Bolg grabs him and throws him again, this time into a wall. Bolg strides over and kicks at Legolas, but Legolas manages to grab Bolg's leg and knock him off balance and into the wall behind him. Legolas leaps in the air and delivers a flying punch to Bolg's face. He grab's Bolg and smashes his head repeatedly into the wooden post. He throws Bolg against a wall, but Bolg rebound from the wall and grabs Legolas in a crushing embrace against his chest. He squeezes Legolas and Legolas strains in pain, then jerks his head back into Bolg's face, forcing him to release him. Legolas manages to pull out a knife and slice Bolg lightly on the stomach, but Bolg grabs him and throws him toward the other two Orcs, who have gotten back up. As Legolas fights the two of them with his knife, Bolg strides away, limping.

Legolas dispatches the two Orcs and runs over to where Orcrist is lying on the ground, and he picks it up. As he stands, he falls back against a wall in pain, breathing heavily. His eyes open wide in shock and he raises his hand to his nose. It comes away with blood, and he looked completely shocked and a bit angry. He looks to the side and sees Bolg on a Warg, heading out of the city.


	38. Chase through the Forges of Erebor

Bálin, Thórin, Buffy, Angel, Faith, and Bilbo run through a large hallway. As they ran, Balin turns into a side tunnel, in which Bilbo, Buffy, Angel, and Faith follow, but Thórin continues forward with Buffy at his heels.

"It's this way!" Bálin called. "This way! Come on!"

Buffy stops by the tunnel and calls out to Thorin, who is still ahead. "Thórin!"

Thórin turns and begins to go back to Bálin, Buffy, Angel, Faith, and Bilbo, but stops suddenly. They all turn around and see Smaug at the end of the hallway. Thorin yells at Bilbo.

"Follow Bálin!" Thórin yelled at Buffy.

"No Thórin, come on!" Buffy yelled. "Hurry!"

"Come on!" Angel shouted.

"GO!" Thórin roared and continues to run.

"No, Thórin!" Buffy cried.

Angel and Faith quickly pull Buffy into the side tunnel just as Smaug's chest glows orange and unleashes his fire throughout the hall. Thórin runs the other way and leaps into the air, falling into a deep pit. He catches onto a chain with a bucket at the end of it, and it begins descending just as Smaug leaps into the pit as well. Smaug claws his way down the tunnel, snapping at Thórin on the chain.

Dwálin runs up to the mouth of the pit and looks down in shock. "Thórin!" He shouted and immediately smashes his axe into the machinery holding the chain Thórin is holding on to, and the chain stops descending abruptly.

Beside Dwálin, a heavy holding bucket on the other end of the same chain begins descending rapidly, causing Thórin's chain to fly upward. Thórin soars upward, narrowly missing Smaug's head, but the dragon turns and manages to grab the end of Thórin's chain, stopping its movement. Smaug pulls down, at the machinery holding the chain at the top of the pit breaks free of its moorings and falls into the pit. Hit chain slack, Thórin falls and lands right on the tip of Smaug's closed mouth. He stands on Smaug's top lip as Smaug growls and opens his mouth; fire is visibly rising up his neck. Just as Smaug snaps closed his mouth to eat Thórin, the dwarf quickly leaps to the side and grabs another chain.

Smaug growled as he turned to bite the helpless dwarf, but that was when the falling machinery strikes him in the face. Larry, at the top of the pit, hits another machine, and its gears spin rapidly, pulling Thórin on his chain rapidly upward. Smaug roars and blows smoke straight up the pit after Thórin. Thórin manages to reach the top and throw himself on a ledge just as the fire erupts beside him.

"Go! Go!" Thórin shouted.

Thórin and Larry run through narrow slits between tall, stone pillars and join the others. Now, the Dwarves and Scoobies were standing in front of several massive dwarf furnaces, each at least 10 yards high.

"The Forges." Angel whispered.

"The plan's not going to work." Dwálin growled. "These furnaces are stone cold."

"He's right; there's no fire hot enough to set them ablaze." Bálin claimed, seeing and pointing at the furnaces that were completely all dark, with no sign of fire within.

"Where the hell is Spike, Roy, Bifur, and Glóin?" Faith asked angrily. "They were suppose to meet us here."

"Have we not?" Thórin whispered as he turns back toward the pit with an idea in his face. He begins to shout and insult the dragon. "I did not look to see you so easily outwitted!"

Smaug's claw emerges from the pit and begins to hear what Thórin had been saying.

"Thórin, what are you doing?" Xander shouted.

"Are you crazy?" Anya yelled.

Thorin continues taunting him.

"You have grown slow and fat in your dotage." Thórin continued to taunt the dragon, who snarls back at him in anger. _"Slug."_

As Smaug snarls and advances, Thórin gets behind a pillar and yelled to the others to do the same. "Take cover. Go!"

They all rush behind pillars just as Smaug unleashes his flame at them. The fire goes past the pillars and reaches all the way to the furnaces. The dwarves and Bilbo, though not in the direct path of the fire, yell from the pain, heat, and pressure. As Smaug stops, fire suddenly comes out of the bottoms of the furnaces, and they begin glowing and working. Smaug growls in confusion and anger while the Dwarves and Scoobies run from the pillars. As Smaug begins battering at them with his head. They are immensely strong, like a latticework of metal, but they begin to bend under Smaug's tremendous strength.

"Bombur!" Thórin called. "Get those bellows working. Go!"

"Alright!" Bombur complied and begins to run and leap onto a chain next to a forge. The chain slides down with his weight, and he lands on the handle of a massive bellows. The bellows compress and blast air into the furnace, which exhumes bright blue flames. On top of the furnaces is a massive pile of unrefined gold, at least 10 yards in diameter.

Thórin turns and sees the latticework continue to bend from Smaug's bashing.

"Bilbo! Up there, on my mark, pull that lever." Thórin points Bilbo toward a lever high up on a mound, and Bilbo runs toward it.

The Dwarves and Scoobies run toward the forges as the latticework begins to break.

Thórin grabs Bálin and asks. "Bálin, can you still make some flash-flame?"

"Aye. It'll only take a jiffy." Bálin complied grabs some of the other dwarves to help him. "Come on!"

As Bálin runs off, Faith looks at the latticework, which is bending dangerously from Smaug's blows.

"We don't have a jiffy." Faith shook her head.

Under the force of Smaug's onslaught, the latticework finally gives way and falls to the ground. The Scoobies all run together and try to hide as Smaug storms into the furnace room.

* * *

In a storage room nearby, Bálin and some other dwarves frantically mix together various powders into jars to make flash-flame bombs.]

"Where's the sulfur?" Bálin asked quickly.

"You sure you know what you're doing?" Dóri asked him in a panic.

"Aye." Bálin complied nervously.

* * *

Buffy watches as Bilbo clambers up some steps and reaches the lever mounted high on a tower. Buffy shakes her head and immediately runs up to help him.

"Buffy, get back here!" Riley shouted.

"Bilbo!" Buffy cried as she ran to help him. "We have to get out of here!"

The two turn and see Smaug lunging towards them.

* * *

Bálin chuckles as he pours a vial of powder into empty jars.

"Come on!" Dóri cried.

* * *

Smaug continues to walk towards Buffy and Bilbo. The dragon raises his head to look at them, but then he looks to the side and sees Thórin standing there. Smaug stares and snarls at the dwarf, and begins to lung towards him.

"NOW!" Thórin yelled.

"Pull!" Buffy shouted

Buffy and Bilbo jump into the air and pull down on the lever just as Smaug lunges toward Thórin. Before Smaug was beginning to blow Thórin with his flames, huge jets of water burst out of carved faces in the wall behind Bilbo and slam into Smaug, knocking him off balance and quenching the flames. Smaug slides into the side of a furnace from the force of the water, and the glow in his chest disappears. Roaring in rage, Smaug flaps into the air and begins thrashing about madly. The jets of water cause a watermill to begin turning some gears, which causes the various rope conveyor belts to begin operating. Some of them are full of heavy chunks of rock and ore.

Bombur continues going up and down on his chain, pumping the bellows and turning the furnace fire blue. Atop the furnaces, the solid impure gold begins to glow and melt. Smaug begins crawling toward Thórin again.

Above him, Spike, Roy, Glóin and Bifur have arrived on the bucket conveyor belt while Bilbo and Buffy begin to climb down the mound. Smaug ignores them and tries to lung at Thórin. Suddenly, a flash of blue light on the side of his head. Bálin, Óri, and Dóri are throwing flash-flame bombs at Smaug. However, Smaug is not at all fazed by them and continues toward Thórin. Above Smaug, Gloin raises his axe and cuts the rope of the conveyor belt full of heavy rocks below him, dropping tons of rocks on Smaug and making him fall to the ground, roaring.

The gold atop the furnaces is completely melted now. Thórin runs over to a furnace and pulls on a chain, opening a gate which allows the molten gold to flow out of the furnaces and through troughs built into the ground.

Tangled in the ropes of the conveyor belt, Smaug thrashes about and hits the rope of the conveyor belt Spike, Roy, Glóin and Bifur are in, breaking it and knocking it to the floor. They miraculously land on the ground unhurt. Beneath Smaug, rivers of molten gold flow through the troughs on the floor. Thórin turns and begins running, shouting back at the dwarves.

"Lead him to the Gallery of the Kings!" Thórin shouted.

As Smaug thrashes about, one of the heavy metal buckets tangled on him goes flying toward Buffy and Bilbo on top of the mound. The two duck, and the bucket misses them, but take large chunks out of the wall.

Thórin grabs a wheelbarrow and runs while pushing it, dodging Smaug's thrashing limbs. Smaug's tail smashes into the base of the mound, cracking it, and worrying Buffy and Bilbo. Thórin throws the wheelbarrow into a channel of gold and leaps into the wheelbarrow. Seeing this, Smaug roars and whips his head around, finally getting rid of the ropes and buckets tangled around him. He stomps over to a small entrance at the base of the mound where all the troughs of liquid gold join and lead out of the room. Before he can get to Thórin, the dwarf on his wheelbarrow floats through the entrance, just as the mound collapses and both Buffy and Bilbo fall. He manages to hit the ground rolling. Smaug sees Bilbo and snarls.

Thórin turns his head back and yells. "Keep going! Run!"

Buffy and Bilbo take off running with the other Scoobies that managed to regroup with them. They all run as Smaug is in pursuit. The Scoobies and Bilbo leap onto a large stone slide before Smaug could grab any of them, and Smaug slides after him, demolishing all the stone structures nearby with his wings.

* * *

The Scoobies and Bilbo run through a doorway and enter a massive hall adorned with banners that were hundreds of feet tall. Just as they ran in, the wall above the doorway explodes as Smaug jumps through it. The Scoobies run frantically from the flying rocks, but they were caught beneath the cloth of a falling banner and knocked to the floor.

Smaug leaps to the floor and turns to look at them. "You think you could deceive me, Barrel-rider?" He shouted angrily at Bilbo.

"Barrel-rider?" Heidi whispered in confusion.

"Smaug!" Buffy called to him.

Smaug looks at her as she walks towards him.

"What do you we have here?" Smaug growled.

"We give up!" Buffy proclaimed, raising her hands in front of her. "Please, just let us go peacefully, and we will not enter your kingdom again."

"Reasoning with me will not save you." Smaug said and continued to look at her and the others. "So you want to leave my kingdom alive and return home? I think I know where your home is. "You have come from Lake-town." Then, he begins to talk to himself, and his voice broke in both anger and fear. "There is- is some sort of scheme hatched between these filthy dwarves and those miserable cup-trading Lake-folk. Those sniveling cowards with their longbows and black arrows!"

"What is he talking about?" Anya said fearfully.

"Perhaps it is time I paid them a visit." Smaug suggested and turns to go to Esgaroth.

"Oh, no." Angel whispered.

"Willow." Xander whispered in shock. "Oz."

"This isn't their fault!" Buffy yelled in a panic. "Wait! You cannot go to Lake-town."

"The people of that town had nothing to do with this." Cordelia said. "Please, don't hurt them."

"We are the ones to blame, not them." Riley shouted.

Hearing this, Smaug stops for a moment, then turns toward Buffy, Cordelia, Riley, and the Scoobies, who were running after him.

"You _care_ about them, do you?" Smaug asked in a grin. "Good. Then you can watch them die."

"No, please." Buffy pleaded.

Ignoring her pleas, Smaug turns and strides off down the hall. Suddenly, a voice sounds from one end of the hall, where there is a massive stone structure that looks roughly like a dwarf

"Here... you witless worm!" Thórin yelled at the dragon.

Smaug stops in his track, snarling and squinting in anger when he felt insulted by Thórin's comment of calling him a witless worm. He then turns to look at Thórin. " _You._ "

"I am taking back what you stole." Thórin claimed angrily.

Smaug slowly stalks toward Thórin.

"You would take nothing from me, Dwarf." Smaug said. "I laid low your warriors of old. I instilled terror in the hearts of men. I am King under the Mountain."

"This is not your kingdom." Thórin growled. "These are dwarf lands, this is dwarf gold, and we will have our revenge."

Unseen by Smaug, there are chains attached to various places on the back of the stone dwarf structure Thorin is standing on, and the ends of these chains are held by the other dwarves. As Thorin speaks, Smaug's chest and neck glow with fire, and Thorin slowly reaches up toward a rope above him. Just as Smaug opens his mouth, Thorin yells in Khuzdul as he yanks on the rope, and a pin behind the stone falls out, releasing heavy wooden bands and chains that had been wrapped tightly around the stone. Smaug rears his head in confusion. The other dwarves pull mightily on their chains, and more pins similar to the first are pulled out of the stone. The stone structure, which is now revealed to be the mold into which the liquid gold from earlier poured into, falls apart and reveals a massive statue of a dwarf king, made entirely out of solid gold. Thórin swings away on a rope to escape the falling rocks. Smaug looks at the golden statue, which is even larger than him, in awe and desire. As he approaches it, his mouth opens slightly in greed.

Suddenly, the gold around the statue's eyes warps and then explodes into liquid; the gold in the statue had not yet fully solidified, and the entire statue collapses and explodes into burning hot liquid. Smaug roars in anger as the statue melts, and scrabbles backward to escape the gold. However, he cannot move fast enough and the tidal wave of gold hits him and knocks him over. As he roars, he is entirely smothered and drowned in the gold, which fills the entire hall in a layer several feet deep.

The gold settles, and Smaug was nowhere to be seen. Believing that Smaug had given up and drowned, the Dwarves begin to smile in joy, but suddenly, the surface of the golden lake explodes as Smaug leaps out.

"Ahh! Revenge?" Smaug screamed in anger and pain. "Revenge! I will show you REVENGE!"

As the Dwarves, Scoobies, and Bilbo look on in shock, Smaug runs down the hallway and takes off in flight.

* * *

Outside the mountain, the great doors of Erebor break as an enraged Smaug smashes his way out. He flaps his wing and lifts off into the sky, spinning and causing the remaining gold on him to fall off in a golden shimmer. As Smaug swoops off toward Esgaroth, Bilbo and the Scoobies run out of the destroyed gates of Erebor and climbs up some ruins, looking on in horror.

"I am fire." Smaug said to himself as he soared through the air. "I am... death."

Watching him fly away, Buffy and the Scoobies looks on in shock.

"What have we done?" Buffy whispered in horror.


	39. Destruction of Esgaroth

Rumbles have been heard all over the region of Rhovanion. Fear has now spread towards every inhabitant of the country, especially those that live in the Long Lake.

As the bells were ringing, the people of Esgaroth were running in terror and fear since the Dwarves and Scoobies had accidentally woken Smaug from his slumber. Believing that the people of Esgaroth, Smaug's plan was destroy Esgaroth and kill all the civilians and guards.

While the civilians and the guards were loading their possessions into boats, Calamar Moneybags was in a deep panic while he has been packing a lot of his valuables. Coming down the steps very quick, he sees his soldiers and servants carrying boxes containing his gold and valuables.

"I warned you." Calamar cried out in a panic. "Did I not warn you what would come of dealing with dwarves? Now they've done it! They've woken the dragon. They brought the apocalypse upon our heads! Come on! Quickly! Quickly!" He rushes to his bookshelf and pulls a candlestick in the wall sideways. It turns out to be a secret lever, and a nearby bookshelf falls backward to reveal a hidden staircase and boat landing with the Master's boat waiting. "Faster now! I'm trying to evacuate myself here! Careful, men. Never mind the books! Get on, get the rest of it!"

"But Sire, should we not try to save the town?" A guard named Adrian asked in a pleading voice.

"The town is lost!" Calamar snapped at him. "Save the gold!"

"You heard him." Braga ordered him and the guards.

Adrian didn't like what the Master of Esgaroth was saying. He immediately storms out of the mansion while Braga and four of the guards load all the gold and other valuables onto the Calamar's boat.

* * *

As the townspeople frantically paddle their loaded boats through the canals, Tauriel watches the sky ominously. With her eld hearing, she can hear Smaug approaching and roaring. Suddenly, a huge shadow swoops overhead. Smaug has arrived. Tauriel enter's Bard's house and prepares the Scoobies, Dwarves, and Bard's family to leave.

"We have no time." Tauriel said urgently. "We must leave!"

"Leave, of course we'll leave!" Lance panicked.

"They must've woke it up." Tara claimed.

"And they have." Jonathan whimpered in fear.

"They must be dead!" Lance exclaimed, thinking that that the rest of the Scoobies and Dwarves that ventured to the mountain were killed by Smuag's wrath. "Smaug must've killed them, and now that leaves just us." He continued to panic in a hastly voice while packing supplies of his. "Oh what a great idea this turned out to be. Although, this was not the best plan to do so. Now we're next."

"Lance, just cool it down, and let's ourselves out of here." Oz calmed him.

"Come on, hurry!" Gwen exclaimed. "We need to go!"

"Quick, get him up." Willow said, helping Kíli.

"Come on, brother." Fíli said.

"Come on, come on! Let's go." Bofur said hastily.

"I'm fine - I can walk." Kíli said, not wanting their help.

"As fast as you can." Tauriel said quietly.

"We're not leaving." Bain said. "Not without our father."

* * *

Bard is in the prison, and all the guards that were guarding him had fled, leaving him behind.

"Open the door!" Bard shouted, clutching the cell bars. "You hear me!"

No one was there and Bard began to panic. He tries to unlock the door, but it was no use. He stops as he sees Smaug flying high above the town, then frantically tries to break the lock. When it doesn't break, he rushes to the other side of his jail cell, which is on an arch of a building overhanging a canal.

* * *

Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Bain, Sigrid, and Tilda all rush out of the house and managed to find Bard's boat that was docked.

"Come on, we gotta go!" Devon shouted. "No fooling around!"

"Come on, hustle yourselves." Gwen said.

"Quickly now! Hurry!" Tauriel said loudly.

They set off down the canal, poling the boat through the floating chunks of ice. That was when Smaug swoops low overhead, and the townspeople start to scream in the sight of terror. Smaug soars high above and away from the city, and turns and dives steeply toward the city, building up fire in his chest. As he gets over Esgaroth, he unleashes his flames, and breathes his fire in a line all the way across the town. People scream as they fall and die in the terrible inferno.

Bard smashes at his cell's bars with a pail, but to no avail. He continues to figure out to break out as Smaug continues to breath fire over another section of the town; a man, on fire, falls out of his house and into the water.

* * *

During the chaos, Calamar and his men, as well as Alfrid, pole their boat that was loaded with treasure through the water as Smaug had set things on fire around them.

"Come on! Come on!" Calamr yelled to his men that were rowing the boat. "Faster! FASTER!" He looks around the chaos and talks to Alfrid. "If only we could take more of these poor people with us, but they are hardly-"

"-worth it." Alfrid said, finishing Calamar's sentence. "I quite agree." He turns to see a man climbing onto the boat. Rather than helping, he kicks him in the face and back into the water. The man was alright, and he immediately swam to a boat that had two pubs that barking and crying.

* * *

Meanwhile Bard tears his blanket into strips, and couldn't stand the screaming. People were trampling each other in their efforts to escape the dragon and the fire.

* * *

"Look out!" Oz shouted.

The Master's boat collides with Bard's boat. Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Bain, Sigrid, and Tilda all look at Calamar in displeasure. They manage to push their boats apart, but some of the Master's treasure falls into the water.

"Move it! Move it!" Calamar continued to shout. "Come on, faster!" He sees the gold falling off his boat. "My gold, my GOLD!"

"We're carrying too much weight." Alfrid informed as he looks at the pile of treasure, trying to decide what to throw overboard. "We need to dump something!"

"Quite right, Alfrid." Calamar agreed, looking at him greedily, and rather than dumping the gold, he pushes Alfrid off the boat instead.

While not looking, a cloth loop falls from above and catches around the Master's throat. It is the rope Bard made from his blanket; he has tied one end to his cell bars and let the other end, the loop, out of the window and over the canal, where it has conveniently caught the Master. Braga, at the front of the boat, hasn't seen this.

"Faster! Faster!" Braga yelled.

As the boat pulls ahead, the rope loops pulls the Calamar back, but then he gets stuck in front of the boat's rear post. As the rope tightens around him, he gags and chokes. Eventually, the pressure is so much that the entire side of Bard's prison break. This gave Bard his chance to escape and watches angrily as Calamar frantically pulls the rope away from his throat.

Smaug flies overhead, and continues to blow his flames all over. It was getting worse out there, and Bard quickly breaks through the guardroom window and grabs his bow and quiver, testing his bowstring. He pushes out some of the shingles in the upper story and clambers out onto the roof, where he has a good vantage point. He ducks low as Smaug flies by almost overhead, and then runs across the rooftops towards the bell tower, the tallest building in the city.

* * *

At the ruins of Raven Hill, Bilbo and the Dwarves watch Esgaroth burn in the lake.

"Poor souls." Bálin whispered in sadness, as he couldn't bother to watch the terrible chaos that he had seen.

The Dwarves all stare at each other in sadness and fear while Bilbo looks back and sees that Thórin was staring back at the halls of Erebor, not at Esgaroth. Bilbo started to look a bit worried of him.

* * *

Meanwhile, somewhere near the lake, Buffy, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy had been running and running down the hills to try and stop the dragon Smaug.

* * *

Back at Esgaroth, Bard continues leaping roof to roof. That was when Smaug spots him, and soars down to stop him. Bard managed to avoid him in time by sliding off the roof. He used one of his arrows to stop him from sliding and gets himself back up before he fell into the water. He climbs rapidly up the winding steps of the bell tower.

Once at the top, he pulls all the arrows out of his quiver and looks out at the sky. As Smaug soars by, Bard shoots an arrow at him; however, the arrow merely bounces off Smaug's scales and falls to the ground. Bard, standing directly below the ringing bell, gets nauseated by the booming sound, so he pulls out his dagger and cut's the bell's rope, silencing it. He shoots another arrow at Smaug, but this, like the first bounces harmlessly off.

* * *

In the canals below, Bain, who was on the boat with Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Sigrid, and Tilda, notices his father at the top of the tower.

"Da!" Bain shouted.

"DA!" Tilda cried.

As they watch, Bard shoots yet another arrow, harmlessly hitting the dragon.

"He hit it!" Kíli cried otu suddenly when he thought Bard shot the dragon. "He hit the dragon!"

"No..." Tauriel whispered.

"He did!" Kíli exclaimed. "He hit his mark, I saw!"

"His arrows cannot pierce its hide; I fear nothing will." Tauriel said.

Bain looks down disconsolately, then suddenly looks up and notices the state of the Master of Esgaroth, and below it, the boat in which he'd hidden the Black Arrow his father had asked him to keep safe. Bain's face turns to a determined look. As their boat passes under a hanging hook, Bain leaps up and grabs it, swinging clear off the boat.

"What are you doing?" Devon yelled.

"Come back!" Willow shouted. "Bain, come back!"

"What is he doing?" Gwen screamed.

Bain uses the hook and the crane it is attached to to swing to the dock, from where he runs toward the boat with the Black Arrow.

"Leave him!" Tauriel snapped. "We cannot go back!"

"Bain!" Tilda cried as Tara held her tightly.

* * *

At the top of the tower, Bard reaches for his arrows, only to find one left. He hesitates in fear, then grabs it and shoots Smaug. This time, Smaug passes so close to the tower that the wind knocks Bard over. Smaug howls, feeling the arrow, although it didn't hurt him.

Bain appears at the top of the bell tower and called out to him. "Dad!"

"Bain! What are you doing?" Bard cried out in shock. "Why didn't you leave? You were supposed to leave!"

"I came to help you." Bain said.

"No!" Bard snapped. "Nothing can stop him now!"

"This might." Bain said, holding up the Black Arrow.

Bard gratefully looks at it, and then stroke's Bain's face. "Bain - you go back. You get out of here now!"

Looking beyond Bard, Bain sees Smaug approaching the tower rapidly. It seems that Smaug determined where the arrows were coming from.

"DAD!" Bain yelled.

Smaug smashes through the top part of the bell tower, and Bard finds himself lying down on the remaining top of the tower.

"BAIN!" Bard yelled terribly in horror.

Bain was hanging by one arm to the remains of the tower. In luck, he still had the Black Arrow in the other. Bard grabs Bain's arm and hauls him back up. That was when Smaug lands closeby in the town, crushing buildings underneath him, and was directly in the way of the Master's boat.

"Stop! Stop!" Calamar cried out, ordering his troops to stop rowing the boat. "Halt! Halt!"

Bard pulls the Black Arrow out of the hands of the petrified Bain and stands up, facing Smaug.

Smaug turns his head to face directly at Bard. "Who are you that would stand against me?" He growled furiously.

Bard grabs his bow, only to find that it was broken in half when Smaug smashed into the tower earlier.

"Now that is a pity." Smaug growled as he begins walking toward him and Bain. "What will you do now, Bowman? You are forsaken. No help will come."

Bard looks around frantically, but there is nothing to help him. Smaug continues to walk towards them, crushing the buildings beneath him.

Calamar sees his chance and yells to his oarsmen. "Now's our chance! Go! Go! Into the open water!"

Looking at the tower, Smaug growls as he continues to walk towards them. "Hmm. Ah." He licks his lips. "Is that your child?" He asked, staring directly at Bain. "You cannot save him from the fire. He will BURN!"

Just as Smaug was getting closer to the tower, Bard quickly fixes the two broken halves of his bow into the walls of the belltower, with the bowstring taut between them. He fixes the Black Arrow to the bowstring, and lays the front end of the Black Arrow on the shoulder of Bain, who is standing in between the fixed pieces of the bow and facing Bard. Bain pants in fear since he can hear Smaug approaching from behind him, but can't see him.

"Stay still, son." Bard whispered. "Stay still."

"Tell me, wretch - How now shall you challenge me?" Smaug roared.

Bard notices a missing scale on Smaug's chest, the scale that was broken by his grandfather Girion, Lord of Dale who failed to slay the beast long ago.

"You have nothing left, but your DEATH!" Smaug howled, approaching more rapidly.

Bain looks over his shoulder at the dragon

"Bain! Look at me." Bard called him back. "You look at me." He strains with the effort of holding the Black Arrow taut. "A little to your left." Bain shifts a little to his left, moving the tip of the arrow to the right, toward the spot where Bard noticed the missing scale on Smaug. "That's it."

Bard releases the Black Arrow and it flies off at high speed from Bain's shoulder. It hurtles through the air and sinks all the way to the feathers, almost 6-7 feet, into Smaug's chest through the spot without a scale. As Smaug leaps forward in pain and fear, Bard grabs Bain, just as Smaug careens into the tower. Bard and Bain fall with the tower into the water as Smaug rolls and slides through the town, destroying everything in the town. He struggles to fly into the sky. With massive effort, he manages to flap a few hundred feet up, screaming and wheezing in pain, then gasps for breath. His eyes lose their light, and he falls back down upon the city, dead, with the end of the arrow sticking out of his heart. He lands directly upon the Master's boat, crushing it and killing everyone on board.

* * *

The sound of Smaug hitting the ground echoes throughout the land, all the way to the dwarves on Raven Hill. Bilbo and the Dwarves jump up in surprise when they heard the sound.

"What was that?" Óri asked. "What happened?"

"It fell. I saw it." Bilbo said.

Bilbo and the Dwarves all peer out at Esgaroth as the early morning light appears.

"It's dead." Bilbo cried happily. "Smaug is dead!"

Thórin, who had still been staring at the kingdom of Erebor and not at Esgaroth, had a strange expression of happiness cross his face.

"By my beard! I think he's right!" Glóin growled happily until he looked up at the sky. "Look there! The ravens of Erebor are returning to the mountain!"

Hundreds of Ravens were cawing and flying towards Erebor.

"Aye - Word will spread." Bálin nodded, feeling pleased by this. "Before long... every soul in Middle-earth will know - The dragon is dead!"

As the dwarves laugh in glee, Thórin hurries down from the lookout point and approaches the gates of Erebor.


	40. Elected Ruler of the Northrons

Early in the morning, on the banks of the lake, thousands of refugees were gathering the wreckage from Esgaroth. Despite Smaug's death, the people had been screaming and crying, and dozens of dead bodies were washed up on the shore.

Alfrid comes crawling up out of the water and screamed. "Will somebody help me? HELP!" He clambers over a dead body, only to realize that the person is still alive. Alfrid rolls over her into the water, screaming. "HELP!"

Meanwhile, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Buffy, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy arrived in time and helped some of the survivors that were badly wounded from the terrible destruction, and salvaging whatever supplies they can.

Willow, Tara, Oz, Devon, Jonathan, Lance, and Gwen stayed with Sigrid and Tilda walk about, looking for Bard and Bain.

"DA!" Sigrid screamed.

"DA!" Tilda screamed.

"DA!" Sigrid cried.

Alfrid screamed and cried up into the sky. "WHY ME?"

Screaming and crying was heard all about, as people pull the bodies of their loved ones out of the water and onto the shore. The dwarves, Óin, Bofur, and Fíli, grab a boat and begin to push it out into the water.

Before leaving, Kíli approaches Tauriel and replies. "Tauriel."

"Kíli, come on!" Fíli called to his brother. "We're leaving."

"They are your people - You must go." Tauriel insisted.

Tauriel looks at Kili both sadly and guardedly, then walks past him.

Kíli looks distraught for a second, then whirls around to face her again. "Come with me." He insisted. "I know how I feel; I'm not afraid. You make me feel alive."

Tauriel turns her head away and declined. "I can't."

Kíli reaches out and grabs her arm, and says something in Dwarvish. "Tauriel, amralime." _(Tauriel, my love.)_

Hearing this, Tauriel looks at Kíli, shocked and surprised. "I don't know what that means."

"I think you do." Kíli smiled.

Tauriel smiles and begins to lean toward Kíli, but then suddenly straightens up and makes her face blank. "Hîr nín, Legolas." _(My Lord Legolas.)_ She addressed Legolas in elvish, whom she sensed approaching behind her.

Kíli looks with hostility over Tauriel's shoulder at Legolas.

"Maewado i Naug." (Take your leave of the Dwarf.) Legolas order her in elvish. "Boe i nadh egeno." _(You are needed elsewhere.)_

Tauriel looks at Kíli for a few more seconds. Torn by her duty, she begins to turn away. Kili sadly turns toward his kin as they were launching the boat. He suddenly pauses, then turns around and hurries back to Tauriel. He takes her hand and places his black stone into it, folding her fingers closed over it. She gasps and looks at him as he gets close to her face and holds her hands to his heart.]

"Keep it." Kíli said. "As a promise."

They smile at each other, then Kíli runs toward the boat. Legolas looks on, confused. Tauriel looks down at the stone in her hand, then looks after Kíli and the dwarves were in the boat.

Gwen then runs into the water and catches up to the boat.

"Fíli!" Gwen called to him. "Fíli, wait!"

"Gwen!" Fíli replied back to her.

Rather than saying something, she kisses him.

"I'm sorry, it's just... I don't know what to say." Gwen apologized.

"There's no need to apologize." Fíli replied.

"I'll see you at the mountain." Gwen smiled. "I just need to stay and help my friends."

"May Durin look after you." Fíli nodded.

* * *

Meanwhile on the shore, Hilda, who was one of those that helped the dwarves hide from sight and spoke about the prophecy, was hurrying about and handing out blankets to the survivors.

"These are dry." Hilda said to one of the survivors. "You need them."

"Thank you." The survivor said.

Alfrid pushes between people as he approaches Hilda. "Oi! Give me one of them!" He said in a fierce tone. "I'll catch my death in this cold!"

"Oh, find your own!" Hilda refused. "You're not in charge now, Alfrid Blackspell!"

"That is where you are wrong - In absence of the Master, the power cedes to his deputy, which in this instance is my good self." Alfrid proclaimed himself and leans forward to grab the blanket from Hilda. "Now give me that blanket!"

Hilda pulls back on the other end and yells at him. "Master's deputy? Don't make me laugh." She manages to pull the blanket away and begins hitting Alfrid with it. "You're a sneak-thief, more like. I'll be dead, before I answer to the likes of you!"

As she turns away, Alfrid grabs her fiercely.

"Maybe that can be arranged!" Alfrid growled and raises his hand to strike her.

Before Alfrid had his chance to do so, Spike grabbed his arm.

"That's not very nice to strike a lady." Spike said and spinned him around to face Buffy, who gave landed a heat-butt on him.

"Why you little..." Alfrid growled angrily at them, and takes out his knife to attack, but that was when someone else grab his upraised arm. Alfrid turns his head around a bit and saw that it was Bard.

Bard leans close to Alfrid and whispered. "I wouldn't go turning on your own, Alfrid. Not now!" Then, he spins Alfrid around, and sadistic man trips and falls over Bain's outstretched foot.

Sigrid and Tilda come running out of the crowd when they were happy that their father and brother were alright.

"DA!" Sigrid screamed happily as she ran to Bard.

"Come here!" Bard laughed happily as he picks up his daughters and gives them a huge hug while Buffy, Spike, and the rest of the Scoobies who had reunited smiled dearly. He clutches them to himself as the townspeople look on. "It's alright."

Percy, who had recently checked the papers of the boats that entered Esgaroth, steps out of the crowd and exclaims loudly for everyone to hear. "It was Bard! He killed the dragon! I saw it with my own eyes. He brought the beast down. He shot him dead, with a black arrow."

The Scoobies were thrilled to hear this, and they all gathered with everyone, and begin cheering for Bard and laying their hands on him, exclaiming their thanks.

"You saved us all!" Lance thanked him. "Thank you."

Alfrid suddenly appears and raises Bard's arm, then cheers loudly for him. "ALL HAIL - TO THE DRAGONSLAYER! ALL HAIL - KING BARD!"

The people grow silent, and Bard yanks his hand away from Alfrid's.

Alfrid, still with his hand up in the air, speaks to the crowd. "I have said it many times - This is a man of noble stock. A born leader!"

"Do not call me that!" Bard said unhappily. "I'm not the master of this town." He looks around to see if Calamar was here, but he and everyone else didn't know he was dead. "WHERE IS HE? WHERE'S THE MASTER?"

"Halfway down the Anduin, with all our coin, I don't doubt." Hilda replied and point at a frightened Alfrid. "You would know! You helped him empty the treasury."

"No - I tried to stop him." Alfrid lied, raising his voice and addresses all the people, scared and pleadingly.

"LIAR!" Adrian yelled at the cowardly man.

The people yell at him angrily, calling him a traitor and a mongrel. Alfrid hides behind Bard, keeping Bard between himself and Hilda.

"I begged. I pleaded." Alfrid whimpered as he continued to lie and try to get away with it. He turns to the Scoobies. "He wouldn't listen to me."

"Ah-huh, and what else did you tell him?" Angel asked, not buying Alfrid's truthful words.

"I said, 'Master - NO'!" Alfrid answered loudly for the people to hear him, but everyone continued to yell and abuse him for everything he and Calamar had done. Now, Alfrid started to look extremely terrified. "Think of the children." He then grabs Tilda and holds her in front of him, and yells. "Will nobody think of the children?"

Tilda angrily stomps on Alfrid's foot, forcing him to let go of her. The people yell for Alfrid's head.

"To the tree with you!" One of the townspeople yelled.

Several men and women grab hold of Alfrid and raise him up, preparing to hang him on a tree with a rope.

"AAAAH!" Alfrid screamed in fear. "AAAAH!"

"STOP!" Buffy yelled, seeing that it was wrong. "LET HIM GO!"

Bard steps in and stops the people from planning Alfrid's execution. "ENOUGH!" He shouted and commanded them to release Alfrid. "Let him go! Let him go!"

The people quiet down and obey by letting Alfrid fall to the ground.

Bard turns about, addressing them all. "Look around you! Have you not had your fill of death?"

Alfrid pops up and responds. "Aye."

Bard pushes him back down and continues to speak to everyone. "Winter is upon us; we must look to our own, to the sick and the helpless. Those who can stand, tend to the wounded. And those who have strength left - follow me. We must salvage what we can." He turns and begins to stride through the crowd.

"What then?" Willow asked. "What do we do then?"

"We find shelter." Angel answered loudly for everyone to hear. "That's number one list we have to do."

The Scoobies and townspeople begin to follow him as he walks away.


	41. Gold Beyond Measure

Fíli, Kíli, Bofur, and Óin climb up the Lonely Mountain. As they approach the gates, they stop in shock and fear as they saw the destruction that was caused by Smaug as he smashed through the front gate to fly out of the mountain and burb Esgaroth to the bottom of the lake. They look at each other, and run into the halls of Erebor. Bofur calls out, his voice echoing in the silence.]

"Hello!" Bofur calls out, causing his voice to echo in the silence of the kingdom. "Bombur? Bifur? _Anybody_?"

The four dwarves clamber through the halls, looking for their kin. As they run down a staircase, Bilbo runs up toward them from another part of the city.

"WAIT!" Bilbo called out to them. WAIT!"

"It's Bilbo!" Óin shouted in happiness. He's alive!"

"Stop! Stop! Stop!" Bilbo exclaimed.

They meet each other in a corridor.

"You need to leave." Bilbo breathed for air. "We all need to leave."

"We only just got here!" Bofur claimed.

"I have tried talking to him, but he won't listen." Bilbo said.

"What do you mean, laddie?" Óin asked, giving Bilbo a concerned look on his face.

"It's Thórin... he's been out there for hours." Bilbo explained. "He doesn't sleep. He barely eats. He's not been himself - not at all. It's this - It's this place. I think a sickness lies on it."

As Bilbo had recently spoke to them, Fíli looks past him and sees something that causes him to wrinkle his face in consternation.

"Sickness? What kind of sickness?" Kíli asked, wanting to know.

Fíli walks past the group and starts heading further down into Erebor, looking at something. Bilbo and the others run after him, trying to stop him.

"Fíli. Fíli. Fíli!" Bilbo called as he ran down to chase the dwarf.

As they continue heading down, a golden light begins to be visible on the walls. They round a corner, and stop short at the sight of Smaug's treasure, heaped so high over the floor of the cavern that the ground is barely visible. As they stare, they see Thórin, dressed in ornate robes and covered in jewelry, stride slowly out of a doorway.

"Gold - Gold beyond measure." Thórin spoke softly to himself. "Beyond sorrow and grief."

Thórin looks a bit strange, and the four dwarves look at him in surprise. He looks up to look at them and Bilbo. "Behold - the great treasure hoard of Thrór." He then flings giant bloodred jewel high into the air to where the dwarves are standing on a stairwell landing, and Fíli catches it with both his hands. "Welcome, my sister's sons, to the kingdom of EREBOR."

The newly-come dwarves enter the room where the other dwarves are, and they greet each other warmly with massive hugs. All the dwarves comb through the piles of treasure, searching for the Arkenstone.

"Any sign of it?" Thórin called.

"Nothing yet!" Dwálin replied loudly.

"Nothing here." Nóri said.

"Keep searching!" Thórin ordered in a loud tone.

"That jewel could be anywhere!" Óin called as he searched through the piles.

"The Arkenstone is in these halls - find it!" Thórin

"You heard him - Keep looking!" Dwálin barked.

"All of you - No one rests until it is found!" Thórin shouted across the vast hallway.

"Thórin." Bálin said as he approached him. "It will take days for the Arkenstone to be found."

"Not unless we have a lot more dwarves." Thórin answered.

"That it is why I received a message from one of the ravens." Bálin added.

"What's the news?" Thórin demanded.

"A colony of 5000 Dwarves that had taken refuge in the Grey Mountains are coming right now." Bálin reported.

"Good." Thórin whispered, sounding a bit happy and proud. "Make sure you lead them inside." He looks at Bálin. "We have a lot of work to do."

* * *

Meanwhile, Bilbo walks out onto the ramparts of the front gates, near the hole Smaug made in the wall. He paces back and forth for a while. Then, after looking around to see that no one is watching, he sits down. He thinks back to his encounter with Smaug, when he is standing near the Arkenstone and Smaug was speaking to him about Thórin. Once more checking than no one is watching, he reaches into his tunic and pulls out the Arkenstone. He stares at it, as it glows with patterns of light from within.

Suddenly, he looks at the distance, and sees a colony of Dwarves that were walking towards the entrance of the mountain. Bilbo quickly puts the Arkenstone back into his tunic. Bilbo didn't know what to do. Should he give Thórin the Arkenstone or not?


	42. Camping at the Long Shore

At the camp, the people of Esgaroth were busy packing supplies and getting ready to leave the shores of the Long Lake.

"Take only what you need." Riley said as he walked pass a lot of people that were packing. "By order of the king, take only provisions you need."

"We have a long march ahead." Buffy said to him and Bard. "A very long march."

"Right, so where do you think we'll go?" Xander asked her.

Bard looks across the lake and speaks. "There is only one place."

"The mountain!" Alfrid grinned in approval. "You are a genius, sire."

"Yeah, I should agree to that." Anya smiled. "We can take refuge inside the mountain. Although, it might smell a bit of dragon. The women can clean up."

"Anya's right." Willow agreed to the idea. "It will be safe, warm, and dry at least."

"And also full of stores, bedding, clothing... the odd bit of gold." Alfrid added.

"What gold is in that mountain is cursed." Bard replied. "We will take only what was promised to us - only what we need to rebuild our lives." He dumps a bundle of sticks he was packing into Alfrid's hands and walks off.

Alfrid turns to Angel. "Here - pull your weight!" He dumps the sticks into Angel's hand who already has a load of sticks. Angel sighed in disapproval, but he walks off.

"News of the death of Smaug will have spread through the lands." Legolas said to Bard as he walked alone.

"Aye." Bard spoke.

"Others will now look to the mountain - for its wealth, or its position." Legolas informed.

"What is it you know?" Bard asked him.

"Nothing for certain." Legolas answered, looking off into the distance with a concerned look in his face. "It's what I fear may come."

* * *

Meanwhile, somewhere in the shores of the Long Lake, Tauriel and Legolas stride through the camp.

"You saw something out there." Tauriel said.

"The orc I pursued out of Esgaroth - I know who he is. Bolg - a spawn of Azog the Defiler." Legolas explained. "A warg pack was waiting for him on the outskirts of Esgaroth. They fled into the north. These orcs were different from the others. They wore a mark I had not seen for a long time. The mark of Gundabad."

Tauriel stops in shock and turns to Legolas. "Gundabad?"

"An orc-stronghold in the far north of the Misty Mountains."

Before he was about to talk, Feren, an elf from Mirkwood, rides up on a horse and to meet Legolas and Tauriel.

"Hîr nín, Legolas." _(My Lord Legolas)_ Feren addressed to the elven prince in elvish. "Celin 'winiath o adar lín. Cân i hi danwenidh na le." _(I bring word from your Father. You are to return to him immediately.)_

"Tolo, Tauriel." _(Come, Tauriel.)_ Legolas said to her in elvish.

"Hîr nín. Edlennen Tauriel." _(My Lord. Tauriel is banished.)_ Feren informed.

"Edlennen?" _(Banished?)_ Legolas asked in surprise and didn't look pleased on what he heard. Then he spoke to Feren in english. "You may tell my father: If there is no place for Tauriel, there is no place for me."

"Legolas. It is your King's command." Tauriel said.

"Naw aran nín, mal ú-gân innas nín." (Yes, he is my King. But he does not command my heart.) Legolas replied back to her in elvish. He turns and walks away from Feren. "I ride north. Will you come with me?"

"To where?" Tauriel asked.

"To Gundabad." Legolas answered.

Tauriel and Legolas ride out of the camp on Legolas's horse. After the two elves left, the Scoobies accompany the people of Esgaroth, carrying their possessions and stretchers with their sick and injured, begin the long trek around the lake and toward the Lonely Mountain.


	43. Azog and Bolg

Somewhere south, Azog was riding his white warg at the head of a vast company of Guldur Orcs that were all armed for war. They are crossing a rocky plain which leads straight towards the Lonely Mountain in the distance as their destination. During the long march, Bolg, riding his Warg, charges in from Esgaroth to deliver his message to his father.

"Shâkh, gaûnash!" _(Woodland Elves!)_ Bolg shouted as he rode towards his father. "Kolôgdo, ghônish, ogh-bandesh mârgenish" _(The King's son and a She-elf - They tracked us down to Esgaroth.)_

Azog raises his arm, the hand of which Thórin cut off. Now replaced with a large blade, and the legions of Orcs stop at his command. He circles around his son and asked. "Môrgh shilîzh?" _(And you killed them?)_

"Kolôgdol shazâlish ashadôr." _(They fled squealing like cowards)_ Bolg answered.

"Gîanish!" _(You fool!)_ Azog yelled in disgrace. "Undakôsh nâk shazôg!" _(They will return with an Army of Elves at their backs!)_ He calms himself down and gives his son another task. "Arsh gâd-biar Gundabadûl. Makrâhl na-kâsh." _(Ride to Gundabad. Let the Legions come forth.)_

Bolg grunts in assent and rides off.

Azog turns and faces his Orcs, raising his bladed arm. "Golgai! Bânain! Khôzdar! Gô kôhr-lag! Obishîr!" _(Elves! Humans! Dwarves! The Mountain will be their tomb! To war!)_

He turns and begins riding toward the Mountain.


	44. Galadriel vs Sauron

Meanwhile in the old ruined fortress of Dol Guldur, Gandalf begins chanting something while hanging in the cage. Amy, however, was now lying on a stone plinth unconscious. She slowly wakes up and realized that she was no longer in her cage. Seeing that no one was here, Amy thought that this was her ultimate chance in escaping, but she wouldn't leave without Gandalf. Before she could do anything, Amy realized that large orc brute approaches Gandalf's cage. The orc's name was Grashûkh, the keeper of the Dol Guldur dungeons.

"Spells will not save you, old man." Grashûkh growled fiercely as he grabbed the cage and threw it on the ground.

"GANDALF!" Amy screamed.

"Be silent little girl!" Grashûkh roared as he grabbed Amy by the throat and threw her near the edge. Amy groaned due to her exhaustion, but she wasn't willing to give up. Grashûkh turns back to Gandalf. He violently grabs the wizard by the neck also, and throws him down on the floor. "This is my Master's domain. You have something that the dark lord wants. One of the three elven rings."

Grashûkh walks around to wait for an answer on where the three elven rings were. Refusing to spill out an answer on what he wants, Gandalf grabbed a chain and used it as a whip to smash Grashûkh's face. Grashûkh growled and spits out blood from his mouth. The angry orc grabs Gandalf, but that was when he caught his eyes on a shiny ring.

"The Ring of Fire!" Grashûkh exclaimed as he looked at the elven ring. "Where are the others?"

Gandalf did not want to answer that also, but Grashûkh was so eager to get his hands on the Ring of Fire and deliver it to his master as soon as possible. He drags the wizard to a stone plinth and prepares to use it to chop of the hand with ring on his finger. He raises his sword high up, but that was when he caught a scent of something. Grashûkh turns around to face figure who had just enter the fortress. Amy looks at the figure and saw that it was an elf. A female elf.

"Galadriel." Grashûkh growled.

Galadriel slowly approaches Grashûkh and meets his his eyes until she responds. "I come for Mithrandir."

"If you want him, you will have to come through me." Grashûkh responded in a growl. "You have something that my master wants. Give it to me now."

"I will leave with him." Galadriel said. "Whether you like it or not. If you try to stop me, I will destroy you."

Grashûkh roars, then runs at Galadriel. Galadriel did not fear him, and immediately lifts her arm, and used a shockwave of power and energy expands all around her which destroyed Grashûkh. With Grashûkh dead, Amy gets up and picks up her sword while Galadriel picks up Gandalf. Together, they walk through the ruins, but that was hwne they heard a wicked voice that spoke out of the darkness. It was Sauron's voice.

"Shre nazg golugranu kilmi-nudu." _(_ _Three Rings for the Elven-kings under the sky._ _)_ Sauron spoke through the darkness of Dol Guldur. "Ombi kuzddurbagu gundum-ishi." _(_ _Seven for the Dwarf-lords in their halls of stone.)_

"Sauron." Amy whispered, looking around in fear as she held her sword.

"Nine for mortal men doomed to die." Galadriel spoke to herself and then looks around in shock as the nine Nazgûl slowly become visible around her, in corporeal yet partially translucent forms. As they slowly draw closer, wielding their weapons, Amy and Galadriel stumble back until they are sitting on the pedestal of a statue in a courtyard.

"Dunni kan markhan." _(_ _You cannot fight the shadow.)_ Sauron taunted Galadriel in black speech. "Omidi-shu. Ashi burzum-ishi." _(_ _Even now you fade. One light alone in the darkness.)_

Galadriel looks up with a determined face. "I am not alone."

Behind the Nazgûl, Elrond and Saruman stride out of the ruins. Elrond wields his sword and Saruman holds his staff.

"You gotta be kidding me." Amy whispered in delight.

"Are you in need of assistance, my Lady?" Saruman asked.

The Nazgûl snarl and prepare to leap forward and confront them.

"I don't fear you." Amy growled bravily with her sword locked in combat.

"You should have stayed dead." Elrond warned the Nazgûl.

Amy, Elrond, and Saruman leap forward, attacking the Nazgûl. Throughout the fight, the Nazgûl disappear every time they are hit, and what's worse they keep coming back. Saruman throws one of the Wraiths off a cliff, but it manages to clamber back up the cliff and resumes attacking. Despite this, Amy, Elrond, and Saruman are still fighting incredibly well and continue to fight off the Nazgûl once Galadriel tries to help regin Gandalf's strength.

"Mithrandir, come back." Galadriel whispered.

As Amy, Elrond, and Saruman fight off the Nazgûl, Galadriel leans down and kisses Gandalf's head. He suddenly breathes in deeply and wakes up, gasping for breath.

"He is here." Gandalf continued to gasp for breath.

"Yes - the darkness has returned." Galadriel replied fearfully.

During the fighting, Radagast appears in the courtyard on his rabbit-pulled sled.

"GANDALF! Gandalf, climb on!" Radagast yelled, beckoning his friend to climb onboard his sled.

As Gandalf tries to get on the sled, Galadriel lays on the floor, weakened from bringing Gandalf back from the brink of death. She tries to help him up, but she was too weak to help.

"He is weak." Galadriel responded weakly to Radagast. "He cannot remain here - It is draining his life."

Gandalf manages to get on the sled, and Radagast prepares to leave.

"Go! Quickly!" Galadriel exclaimed.

Gandalf reaches back and grabs Galadriel's arm. "Come with me, my Lady." He pleaded her in a hoarse and weak voice.

Galadriel looks at him sadly, then pulls her arm away with an effort. Her skin becomes white and her eyes and body shine with a strange, powerful, and dark light. "NO!"

As Radagast and Gandalf ride off, Galadriel lays on the fl oor, as Amy, Elrond and Saruman manage to defeat all the Nazgûl. With the Nazgûl gone, the three look around and pause for breath. Elrond quickly approachs Galadriel to see if she's alright. That was when the wind began to pick up.

"Something... is coming." Amy whispered, holding her sword open to face on what is coming.

She suddenly gasped when a nearby tower explodes in a massive ball of fire. In its place was the flaming eye of Sauron. Amy, Elrond, and Saruman flinch in the face of his power.

"It has begun." Sauron spoke in a deep dark voice. "The East will fall. So shall the Kingdom of Angmar rise."

The pupil of the Eye expands to reveal Saruon's old form. Besides him, the nine Nazgûl reemerge. The Nazgûl raise their weapons and approach them. Amy, Elrond and Saruman prepare to fight, only to step back as Galadriel rises. Galadriel is glowing with a green light, and her entire appearance has changed to one of power. She raises her hand, in which is a bright light coming from the Phial of Galadriel, and the Nazgul are blasted away, back into the Eye.

"YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!" Galadriel spoke in a loud voice.

Her voice caused the fire around the Eye to disappear, leaving only Sauron's armored form. Sauron wasn't giving up and didn't fear Galadriel's power. He began to chant as well, and begins flashing in the fire of his Eye.

"YOU ARE NAMELESS, FACELESS, FORMLESS!" Galadriel continued as her voice changes into a deep, booming, and powerful tone.

The Eye keeps flashing with fire and chanting in Black Speech, while Amy, Elrond and Saruman raise their hands to shield themselves from the battle of power between Galadriel and Sauron.

"GO BACK TO THE VOID FROM WHENCE YOU CAME!" Galadriel roared.

The force of her power extinguishes the Eye's flames and sends Sauron hurtling into the sky. Galadriel's powerful form disappears, and collapses. Elrond catches her and watches Sauron hurtle toward the horizon.

"Dandollen hon." _(We were deceived.)_ Elrond whispered in elvish.

"The spirit of Sauron endured." Galadriel whispered.

"And has been banished." Saruman said.

"He will flee into the east." Galadriel continued to breath weakly from all the power she used.

"Gondor should be warned." Elrond suggested. "They must set a watch on the walls of Mordor."

"No." Saruman declined. "Look after the Lady Galadriel. She has spent much of her power. Her strength is failing. Take her to Lothlórien."

"My Lord Saruman, he must be hunted down and destroyed, once and for all." Elrond said.

"Without the Ring of Power, Sauron can never again hold dominion over Middle-earth." Saruman stated and turned to face the direction in which Sauron was hurled. "Go now! Leave Sauron to me."

"I'm going." Amy said, making her way downstairs. "I need to get help. Right now!"


	45. Rhosgobel

After Sauron fled to the east with his servants, leaving Dol Guldur unoccupied, the darkness that corrupted the forest of Mirkwood had finally lifted everything was about to turn green anytime. While Amy fled back to her world to get help, Gandalf and Radagast arrive at Rhosgobel.

"I need that horse!" Gandalf said hastily.

"What? Gandalf, where are you going?" Radagast asked.

"To warn Erebor." Gandalf replied and explained the entire situation to him. "They have no idea what is coming. I saw them with my own eyes - rank upon rank of Orcs of Dol Guldur. You must summon our friends, bird and beast - the battle for the mountain is about to begin."

"Wait!" Radagast called and walked over to him. He then passed his own staff to him. "Take this."

Gandalf felt pleased and gently took it from Radagast.

"If you what you say is true, then you'll need it more than I." Radagast said.

"Thank you." Gandalf replied and turned to mount on one of the horses.

A word of warning - it... can be a bit dicky sometimes." Radagast notified as he moved his hand around. "You just have to twiddle with the top. I expect you'll manage."


	46. Madness of Thórin

Back in Erebor, many Dwarven miners and construction workers were very busy rebuilding the damage that Smaug caused. During the reconstruction, Thórin spent hours gazing upon the throne while two Dwarven guards stood silent. Thórin touched the spot on which the Arkenstone had been inlaid before it was lost during the terrible sacking. Bilbo, however, remained completely silent and continued to think if he should give the Arkenstone to Thórin. Before he was about to speak, Bálin and Dwálin arrive.

"Any news I like to here?" Thórin asked, still gazing upon the throne.

"The Dwarves spent hours searching for it." Dwálin explained. "No luck so far."

"It is here in these halls - I know it." Thórin breathed loudly.

"We have searched and searched." Dwálin claimed.

"Not well enough!" Thórin growled.

"Thórin, we all would see the stone returned." Dwálin said.

"And yet, it is still not FOUND!" Thórin snapped in a deep anger, causing a loud echo to spread all over the cavern.

"Do you doubt the loyalty of anyone here?" Bálin asked Dwálin.

Thórin turns and slowly walks toward Bálin and Dwálin.

"The Arkenstone is the birthright of our people." Bálin said.

"It is the King's Jewel." Thórin responded and began to shout. "AM I NOT THE KING?!"

As Thórin turns away, Bálin, Dwálin, and Bilbo look uneasy.

"Know this - If anyone should find it and withhold it from me, I will be avenged." Thórin warned and walks away to his quarters.

* * *

Alone in a library, Bálin was in a quiet corner, breathing deeply as if he had just been weeping. That was when Bilbo comes in and keeps him company.

"Dragon-sickness - I've seen it before." Bálin sniffed through the air in sadness and begins to explain something. "That look. That terrible need. It is a fierce and jealous love, Bilbo. It sent his grandfather mad."

"Balin, if-if Thórin... had the Arkenstone..." Bilbo paused. "...if it was found - Would it help?"

The Hobbit slightly cocks his head, and Bálin looks surprised, understanding Bilbo's implication.

"That stone crowns all." Bálin continued his explaination. "It is the summit of this great wealth, bestowing power upon he who bears it. Will it stay his madness? No, lad; I fear it would make it worse. Perhaps it is best that it remains lost."

"That's just the thing, Bálin." Bilbo said. "I'm don't think it will remain lost." At a split second, he takes out the Arkenstone out of his pocket.

"Oh Bilbo." Bálin whispered, looking at the Arkenstone. "If Thórin finds out that you have kept it from him, I have no idea what he will do to those who withhold it from him."

"But should I do Bálin?" Bilbo asked. "I can't give the Arkenstone to him."

"Keep it." Bálin replied quietly. "Keep this as your fourteenth share of the treasure. Take it with you... on your journey home. Just make sure that Thórin doesn't know that you have it. This might be the only way to keep this atrocity from happening."

* * *

Following Bálin's advice, Bilbo kept the Arkenstone hidden in his pocket and hoped that no dwarf in this mountain would know that he kept it from Thórin. He was sitting on a bench in a hall all alone and went on to reach into his coat pocket and pull something out. That was when Thórin, who was walking in an adjoining hallway, sees what he's doing.

"What is that?" Thórin asked in a fierce voice and strides rapidly toward Bilbo. "In your hand!"

"It-It's nothing." Bilbo said.

"Show me." Thórin demanded.

"It…" Bilbo gulped as he holds out his hand, and in it is an acorn. "I picked it up in Beorn's garden."

"You've carried it all this way." Thórin whispered with a slight smile.

"I'm gonna plant it in my garden, in Bag End." Bilbo said.

Thórin's anger had faded and smiled fondly at Bilbo. "That's a poor price to take back to the Shire."

"One day it'ill grow." Bilbo continued his plan on returning home. "And everytime I look at it, I'll remember - Remember everything that happened, the good, the bad. And how lucky I am that I made it home."

They smile at each other for just a moment until Dwálin comes up and interrupts.

"Thórin, our scouts report survivors... from Esgaroth." Dwálin reported. "They are streaming into Dale. There's thousands of them."

Thórin's smile fades into a stern, uncompromising face. "Call everyone to the gate." He immediately strides off and lets out a deep yell. "TO THE GATE! NOW!"


	47. Ruined City of Dale

During the day when the Dwarves of Erebor were resettling and rebuilding the kingdom, the Scoobies and the people of Esgaroth follow Bard and his family into the ruined city of Dale, a place which was half destroyed by Smaug.

"We're taking shelter in the city of Dale?" Willow asked.

"Winter is almost coming, and I don't think this is going to be the best place to take shelter." Percy said.

"Bard know what's he's doing." Buffy said. "Let's just hope we survive this."

"Come on everyone, keep moving." Riley said to the people that passed him. "Find any place to take camp for the night."

Angel stares around at the ruins, including many charred and burned bodies of guards and civilians that were killed in the terrible firestorm. Alfrid, however, looks up and sees smoke. He runs up the stairs and have a look. His eyes grew wider in surprise and turns down.

"SIRE!" Alfrid called down to Bard. "SIRE! Up here!"

"What the bloody hell is yelling about?" Spike asked in a grumbling voice.

Angel, Buffy, Riley, and Faith run up to follow the pathway and join up with Alfrid.

"Look sire, the braziers are lit." Alfrid informed, pointing at the braziers of Erebor.

They see giant braziers full of fire at the gates of Erebor.

"I don't believe it." Faith whispered.

"So, it looks to me that the Dwarves are resettling in Erebor." Bard claimed.

"The Ravens." Buffy said. "Bálin told me that the ravens serve as messengers. Its possible that many dwarves received the message of Smaug's death."

"Well this seems to be good news." Angel said, feeling pleased.

"Sire, are you sure Dale will be the perfect spot to take shelter?" Alfrid asked. "I'm most positive that we could take refuge in the mountain. If that is your call."

"You shouldn't worry, Alfrid." Buffy said, giving him a stern look. "There's gold enough in that mountain for all."

"Will make sure that Thórin will fulfill his word helping us." Bard said and begins to walk away and calls to his people. "Make camp here tonight. Find what shelter you can. Get some fires going." He turns to Alfrid, Buffy, Faith, Riley, and Angel. "Does anyone wish to volunteer in taking the night watch?"

"I'll take the night watch." Angel volunteered.

"And so will Spike." Faith added.

"Let me know if there's anything." Bard said.

"Right." Angel complied.

"Riley, get Spike." Buffy ordered him.

"No prob." Riley complied.

"Alfrid, inform everyone of what you saw." Bard ordered him.

"Yes, sire." Alfrid complied.


	48. Sealing the Gate

Within the walls of Erebor, many of the Dwarves of Erebor were busy working to block up the entrance that Smaug broke through long ago. Hundreds of Dwarf-Women volunteered to seal the gate and carry rocks both by hand and with the help of various pulleys and other machines.

"I want this fortress made safe by sunup." Thórin ordered his kin. "This mountain was hard won - I will not see it taken again."

"The people of Laketown have nothing." Kíli argued. "They came to us in need. They have lost everything."

"Do not tell me what _they_ have lost." Thórin said furiously. "I know well enough their hardship. Those who have lived through dragonfire should rejoice. They have much to be grateful for." He looks out at the city of Dale, where many fires can be seen lit by the people. He then turns and shouts to his dwarves. "More stone! BRING MORE STONE TO THE GATE!"

Bálin and Bilbo both look on in despair.


	49. Gathering at Dale

In the morning, Buffy was walking down the streets, passing through many survivors were sitting around. The healthy were busy tending to the wounded that suffered from the terrible destruction of Esgaroth.

"Willow." Buffy said to her. "Any news?"

"The people have nothing, Buffy." Willow said, looking a bit unhhapy. "There's not enough food or beverages."

"In a exactly few days from now, people will be starving." Tara informed too. "They won't last."

"We have to tell Bard this." Buffy sighed and made her way towards Bard.

"These children are starving, your majesty." Rhonda said. "They need food."

"They are not going to last three days." Xander informed.

"Bard, we don't have enough." Percy said.

"Do want you can, Percy." Bard said to his friend.

"Xander, we need more water here." Anya called.

"Here." Xander said, passing her a full jug of water.

"If only Doctor Kreigel were here, he would know what to do." Anya sighed in disgust.

"Does anyone here know where I can find a place to do my make-up?" Cordelia asked in frustration.

"How can you think of make-up at a time like this?" Xander exclaimed.

"It was Harmony's idea." Cordelia admitted.

"Tell Harmony that we are in the middle of helping a large number of refugees that have just survived a terrible firestorm!" Anya snapped.

"Okay Miss Loudmouth, I'll get on it." Cordelia sighed, rolling her eyes.

"Didn't have to snap that loud." Xander said.

"Okay, how loud can I react?" Anya asked.

"That is one of the most stupidest questions I ever heard of." Xander answered in frustration and walked away to help some people.

"This is really bad morning today." Anya sighed.

"Bard!" Buffy called out to Bard.

"What is it?" Bard asked.

"We're running low on food and water." Buffy informed.

"The children, the wounded and the women come first. I'll tell a number of fishermen to get fish and water from the lake." Bard replied. "You find your two frineds that volunteered to take the night watch."

"Right." Buffy nodded as she closed her eyes. Once Bard walked away, she whispered to herself. "Please tell me they didn't fall asleep?" She then walks over to where Angel and Spike were standing guard. Looking around for Angel, Buffy looks down and sees Spike snoring. Buffy gives a slight kick which woke him up a bit.

"Aww." Spike groaned. "If you want to know something, I am now getting some shut eye if you will."

"You were suppose to be standing and keeping your eyes open for any activity." Buffy said in disapproval.

"And I did." Spike moaned. "Talk to Angel. Now can you please leave me in peace?" He went on to continue snoring.

Buffy sighed and walked away from a snoring Spike. That was when she came up to Riley.

"If he wakes up, please punch him for me." Buffy demanded.

"Why?" Riley asked.

"He was suppose to keep his eyes open during the night watch." Buffy added. "Now he's fast asleep."

"Okay." Riley complied weirdly.

* * *

Meanwhile, Buffy meets up with Angel and Bard.

"So what news from the night watch?" Buffy asked.

"Spike and I kept our eyes for any activity, and so far, it was quiet." Angel reported.

"Good so far." Buffy said.

"There's also another thing." Angel added. "It seems to me that the Dwarves of Erebor had covered the entrance."

"What?" Buffy asked, looking bit shocked. "Why would..."

"Why would Thórin do this?" Bard asked. "Sealing the gate."

"I don't know, but we'll have to find out." Buffy decided.

"Buffy!" Gwen shouted. "Buffy!"

"What is it?" Buffy asked her.

"I think you need to see this." Gwen said.

Gwen leads Bard, Buffy, and Angel through the archway, and the four stop suddenly stop.

"Okay, that's new." Angel whispered.

Outside, Bard, Buffy, Angel, Gwen, the rest of the Scoobies, and the townspeople saw that the whole courtyard of Dale was packed battalions of Silvan Elves that came from forests of Greenwood. Dressed in full battle gear, the elves stood perfectly in ordered lines. Bard, Buffy, Angel, and Gwen all exchange looks, and they walk down the steps to approach the elves. That was when the elves did some lines of which turn and step back to make a pathway for them. As they exits out the bank of elves, King Thranduil rides up on his steed, and all the elves turn to face him.

"Thranduil." Buffy whispered, giving him a slight glare.

"We meet again." Thranduil said to her.

"My lord Thranduil; we did not look to see you here." Bard replied to the elven king.

"I heard you needed aid." Thranduil replied.

Thranduil turns and looks at a hundreds of elven wagons that were been pulled into the city. Every wagon was loaded with food and drinks for the people. The Scoobies and the people of Esgaroth smile and cheer, and begin unloading the cart with the elves' help.

Bard approaches Thranduil gratefully. "You have saved us! I do not how to thank you."

"Your gratitude is misplaced. I did not come on your behalf." Thranduil replied in a cold voice. "I came to reclaim something of mine."

* * *

Meanwhile, in the Mountain, Thórin picks up a beautiful necklace made of tiny, shining, and white gems.

"The white gems of Lasgalen." Thórin grinned. "I know an Elf-Lord who would pay a pretty price for these." He tosses the necklace back into the pile of jewels, scattering many of the tiny gems.

* * *

Back at the city, Buffy was wandering alone until Larry, Roy, and Tor run up to her.

"Hey." Roy huffed for breath.

"What's all the running about?" Buffy asked the three.

"Buffy, I think you need to step towards the gate." Larry smiled. "Your going to be surprised."

"What are you talking about?" Buffy asked, shaking her head in confusion.

"You want to tell her?" Tor asked Larry.

"She'll see for herself." Larry grinned.

* * *

Buffy walks towards one of the front gates of Dale, and she suddenly makes a stop. Her eyes widen in shock as she sees a familiar person. It was Rupert Giles, Buffy's watcher.

"Giles!" Buffy shouted in happiness and ran over to hug him.

"Hello Buffy." Giles chuckled.

"What are you doing here?" Buffy asked happily in excitement. "How did you find us?"

"It's quite a long story." Giles answered her question. "How are things?"

"Good and worse." Buffy answered back.

"Well, is there anything I can do to help?" Giles asked.

"Absolutely, there's a lot of people from Esgaroth that are badly wounded." Buffy explained. "And also, they're running low on food and water."

"Not to worry, I'll have your army to take care of them as soon as possible." Giles said.

"Excuse me, but did you just say 'my army'?" Buffy asked, giving him a concerned look on her face.

"Of course." Giles nodded his head a bit. "See for yourself if you will."

Just then, Doctor Aaron Kreigel enters the case if several bags of medical supplies.

"Doctor Kreigel reporting for duty." Aaron smiled and gave Buffy a nod.

"Doctor Kreigel, you too?" Buffy asked in surprise.

"Hello Buffy." Aaron smiled. "Is there anything in particular you want me to do?"

"Of course, you better head to the courtyard and help some of the wounded." Buffy instructed. "They are really in need of assistance."

"Sure thing, I'll have a number of doctors to check up on them." Aaron complied and walked across the town to meet with the townspeople.

"I'm really happy to see you." Buffy said happily as she walked the pathway outside the city with Giles.

"I'll have a number of fighters to take the night watch if that is yoru wish." Giles said.

"You sound different like any watcher that I encountered." Buffy joked.

"I'm still your watcher." Giles sighed. "And still part of yoru gang."

Buffy makes a sudden stop and has a look at her army. It was the people of Sunnydale. Upon seeing Buffy, the people of Sunnydale cheer at her arrival.

"IT'S BUFFY!" Parker Abrams cheered.

Everyone gathers around Buffy, hugging and patting her.

"Okay everyone, break it up!" A woman's voice shouted. "That's my daughter!"

"Mom!" Buffy shouted.

"Buffy!" Joyce exclaimed happily.

The two hug each other.

"Tell me dad isn't around?" Buffy asked.

"Oh he's not." Joyce grinned. "But I left him a note."

"Hello Buff." Joy smiled slightly at her.

"Hello Joy, nice to see you too." Buffy smiled back.

"Orders, you would like to give to us?" Joy asked.

"Yeah." Buffy nodded. "Can somebody tell me how you all got here?"

"We did." Amy said, coming through the crowd. "Don't ask, I told everyone the whole story, so they all wanted to come."

"I see they brought a lot of food, drinks, and supplies with them." Buffy said.

"All in encountered for." Amy smiled.

"We heard that you need help, so we decided to offer any assistance." Vaughne said.

"The Daughters of Gaea are ready for action." Karen smiled.

Two twin women named Ilsa and Inga walk pass Buffy with supplies to be given. Before Buffy was about to say anything, the people stop cheering when they notice somethign approaching. Giles turns around and sees the Elven King Thranduil leading his army out of the city.

"My lord Thranduil!" Buffy called out to him. "Where are you going?"

"You know perfectly well where I'm going." Thranduil answered. "Now tell your army to step aside, so I can lead mine to lay siege on the mountain."

"Excuse me, Thranduil is it?" Wesley asked, approaching the Elven king who was mounted on his elk. "Explain why you plan to lay siege on the mountain?"

"I tried to make things easy with Oakenshield, but due to his refusal, I believe he's given me no choice." Thranduil explained. "I have a come to claim the gems that his grandfather Thrór refused to give me."

"So that's it!" Buffy yelled at the Elven King as she approaches him furiously. "You would go to war over a handful of gems?"

"I must protest!" Wesley said, approaching the elven king. "This is not the right thing you and your people are doing."

"It is not ignorant of what I plan to do." Thranduil said to him. "The heirlooms of my people are not lightly forsaken."

"Listen, there's no need for you do this." Buffy pleaded. "We're not enemies here. We are allies in this. The people of Esgaroth, as well as mine, have a claim upon the riches in that mountain! Let us speak with Thórin!"

"You would try to reason with a dwarf?" Thranduil asked in surprise.

"To avoid war? Yes!" Buffy answered.

"Very well." Thranduil complied to her. "Do what you must?"

"Thank you." Buffy said, giving him a slight bow, and then turns to face her army that were waiting for orders from her. "Okay everyone, follow me to the mountain!" She turns to Dino, Chris, and Mitch. "You three, get the others!"

"Right!" Chris complied.

"Buffy, um, there's something that Giles and I need to tell you." Amy said.

"That can wait later, Amy." Buffy replied and walked off to lead her army towards Erebor.

* * *

Back inside the mountain, Thórin is sitting alone in his throne room, hoping to wait for a reply from one of his guards of the Arkenstone was found. That was when Dwálin walks up to him.

"Thórin, I bring news." Dwálin said.

"This is better be good news." Thórin answered in a soft tone. "Has the Arkenstone been found?"

"No, there is an army approaching towards the gates." Dwálin informed. "They are all armed."

"Call everyone to the gate." Thórin ordered as he walked passed him and shouted. "TO THE GATE! NOW!"

"Aye!" Dwálin complied.

* * *

Leading many troops, men or women alike, to the gate, Thórin strides toward the blocked off gate.

"Come on!" Thórin shouted.

Many of the Dwarves rally behind Thórin. Some have laid down their tools and pick up their weapons to be ready for battle against an army of 13,000 troops of the Grand Sunnydale Army that were approaching towards the main entrance of Erebor. More than 2000 Dwarves follow their king up the stairs they've created in the blockage, all the way to a platform they have built at the top of the gate from which they have a vantage point over the plain in front of the gate. They see the walls of Dale filled with Elves ready for war. The army makes a complete stop in front of the gate.

"Prepare to fight!" Thórin yelled out a war cry.

The Dwarves ready their weapons.

"Wait!" Buffy shouted as she came out of the crowd. "Wait!"

"What is the meaning of this?" Thórin demanded loudly.

"It's okay Thórin." Angel reassured the dwarf king as he came out too. "We're not laying siege. That I can promise you."

"We're just glad to find you alive beyond hope." Buffy said.

"Why do lead an army to the gates of the king under the mountain armed for war?" Thórin asked in an angry tone.

"Why does the king under the mountain fence himself in?" Faith asked as well. "Like a robber in his hole."

"Perhaps it is because I am expecting to be robbed." Thórin said to her angerily.

"Okay, we're not trying to insult you." Faith scoffed. "Although, I'm quite surprised that you've changed ever since we helped you reclaim the mountain from Smaug."

"Your making it worst, Faith." Xander said.

"What? I'm just saying." Faith sighed. "Fine."

"Thórin, I'm Rupert Giles." Giles introduced himself. "We are not here to rob you. I promise you that."

"Then why are you here?" Thórin asked.

"Isn't it obvious?" Giles responded. "We're here to provide our assistance, not just to you, but the people of Esgaroth."

"The people of Esgaroth have lost everything, Thórin." Willow said with a nervous and sad look on her face. "Their homes."

"Smaug burned the entire town when he thought that the people of Esgaroth were involved in helping you." Buffy explained. "They are here to seek fair settlement in Dale. Please, let us talk without any further bloodshed." She drops her weapon on the ground.

Thórin nods and turns to the Dwarves. "Leave us!" He shouted, ordering the dwarves to leave.

While leaving the gates, Thórin grabs Dwálin and whispered in his ear. Dwálin nods and leaves. Thórin stands alone on the platform and sees one of the ravens of Erebor flying out of the opening above the gate and wings away rapidly. Buffy and several others noticed the raven as it flew away.

"I'm listening." Thórin said.

"Tell him Giles." Buffy ordered.

"On behalf of the people of Esgaroth, we ask that you honor your pledge." Giles requested. "A share of the treasure so that they might rebuild their lives."

"I will not treat with any man while an armed host of elves lie before my door." Thórin refused Gile's request.

"That armed host will attack this mountain, if we do not come to terms." Buffy warned.

"Your threats do not sway me." Thórin said to her.

"How dare you say such things to my daughter!" Joyce snapped.

"Mom." Buffy intervened. "Let me handle this." She turns up to look at Thórin. "Thórin, the elves mean you no harm, but if you continue to decline in sharing the treasure, they will have no choice but to lay siege and claim the gems that have been left in that mountain."

"If they try, I will not let that happen." Thórin said as if he wanted to defend them.

"Thórin, we know what Thranduil did." Cordelia spoke. "We know how he turned his back on you, but he didn't mean to. Look, we can try and make a better solution rather than war."

"We're not on their side." Spike said.

"If that is true, then you all can step aside, and I will take care of this matter myself." Thórin replied.

"Thórin, can you even think on what your saying to yourself?" Angel asked him. "You are asking for war."

"Angel's right." Buffy said. "Do you a sense of your own conscience? Does it not tell you our cause is just? My friends and I offered your help, and this the way you thank us... for everything we did in reclaiming your homeland. The people of Esgaroth also offered their help to you. And in return we brought upon them only ruin and death."

"When did the people of Esgaroth come to our aid, but for the promise of rich reward?" Thórin asked, raising his voice in anger.

"Because a bargain was struck." Riley said.

"A bargain?" Thórin snapped. "What choice did we have but to barter our birthright for blankets and food? To ransom our future in exchange for our freedom? You call that a fair trade? Tell me... why should I honor such terms?"

"Because you gave them your word, Thórin!" Buffy exclaimed. "Does that mean nothing?"

Thórin turns away and stands behind a pillar. He leans back against the blockade and for a moment looks tired and weary. Then, he shouts back at her and the army. "BE GONE! HEAR OUR ARROWS FLY!"

Buffy sighed and picks up her weapon. Rather than fighting, she turns to walk away.

"Buffy, give us the word." Faith said.

"No, stand down." Buffy replied. "Return to Dale. We need to help the people."

Faith scoffed and looked up in disapproval. She lets out a deep sigh and walks away.

"I think that guy has lost his mind." Dave said quietly to Clem.

"Yeah." Clem responded quietly to him.

"So we're not going to?" Sophie asked.

"Maybe." Clem answered and turned to walk away.

* * *

Watching Buffy and her army walking back to Dale, Thórin stands lonely like a statue as Bilbo comes up.

"What are you doing?" Bilbo exclaimed. "You cannot go to war."

"This does not concern you." Thórin replied.

"Excuse me? But just in case you haven't noticed, there is an army of elves out there. And not to mention several hundred angry fishermen." Bilbo snapped. "We-We are in fact outnumbered."

Thórin turns to look at Bilbo with a smile on his face. "Not for much longer."

"What does that mean?" Bilbo asked, sounding a bit confused.

"It means Master Baggins, you should never underestimate dwarves." Thórin answered his question. We have reclaimed Erebor - Now we defend it!"

* * *

Buffy and her army return to Dale to the gates of Dale, where Thranduil is waiting.

"He will give us nothing." Angel said.

"Such a pity." Thranduil said. "Still, you tried."

"I do not understand - Why? Why would he risk war?" Buffy asked.

They look back toward the Mountain in time to see the dwarves dislodge the head of one of the massive stone statues, causing it to fall and break the raised bridge to the gate, thus disabling any attackers from approaching the gates.

"It is fruitless to reason with them; they understand only one thing." Thranduil said as he pulled out his sword and gazes at it. "We attack at dawn! Are you with us?"

"I'm afraid so." Buffy responded her answer and sighed. She turns to look back at the mountain.


	50. Preparing for War

Thórin's refusal to share the treasure hoard of Thrór would soon lead to an ultimate revolution. Commanding 5000 Dwarves that lingered in the mountain, Thórin would lead his army against five armies that were much greater than his. Despite Bilbo's plea of what was said to be madness, Thórin would hear none of it and continued on his plan for war against his new enemy.

Outside of Dale, an army of 10,000 Stoor Hobbits was marching into the city with granted access by Bard. These hobbits were much taller than the Hobbits that lived in the Shire, and had as much experience of combat. Led by Chieftain Razanur Tûk, the Stoor Hobbits came from Loeg Ningloron, which also called the Gladden Fields, and came all the way from the south to support Bard and his people, providing as much food, supplies, and weapons to them. Bard had been busy gathering as many of the Lake-Folk of Esgaroth to serve in his newly formed army and the total number was 12,000. Also, more than 11,000 Northrons who came from the southern borders of the Greenwood arrived to provide their support and service to the future King of the Northrons. Buffy, however, led an army of 13,000 special trained fighters from Sunnydale, and Thranduil commanded more than 25,000 Silvan Elves of the vast Woodland Realm. The combination of the five armies was 71,000 against 5000 that lingered in the mountain.

The Dwarves of Erebor were outnumbered against such massive force. They wouldn't stand a chance against five armies that were preparing for war against the Lonely Mountain of Rhovanion. Inside the mountain, the Dwarves of Erebor were suiting up for war. Bofur found a helmet that would suit him, but he declined it. Dóri and Óri were passing a lot of weapons to the dwarves while Kíli found a nice suit of armor that he fancied. That was when his brother Fíli tossed him a shield. Bálin, however, was not very happy of this when he picked up his suit of armor.

Glóin came by to the unhappy dwarf and replied one word to him. "Aye."

While the Dwarves had been busy suiting up for battle, Bilbo walks by.

"Master Baggins, come here!" Thórin called out to him.

Bilbo comes up and sees that Thórin was holding a tunic of white mail.

"You are going to need this. Put it on." Thórin whispered to him.

Bilbo didn't take 'no' for an answer, so he begins to remove his jacket. "What is it?" He asked, wanting to know what mail it was.

"This vest is made of silver steel - _"Mithril"_ it was called by my forebears." Thórin answered, holding it up so that Bilbo can slide into it. "No blade can pierce it."

Bilbo finishes putting it on, then looks at himself. "I look absurd. I'm not a warrior; I'm a Hobbit."

"It is a gift. A token of our friendship." Thórin smiled, but that was when his smile began to fade. He looks toward the other dwarves and frowns. "True friends are hard to come by." He then grabs Bilbo by the shoulder and pulls him away where the other dwarves can't hear him. "I have been blind. Now I begin to see. I am betrayed!"

"Betrayed?" Bilbo asked, whispering.

"The Arkenstone." Thórin whispered, moving closer to Bilbo. "One of them has taken it."

Bilbo looks extremely uncomfortable and worried on how Thórin was reacting. He was losing his mind. Bilbo looked worried, but almost sighs audibly in relief.

"One of them is false." Thórin whispered in low dark voice, sounding quite similar to Smaug the Terrible.

"Thórin... the quest is fulfilled." Bilbo said. "You've won the mountain. Is that not enough?"

"Betrayed by my own kin." Thórin whispered, believing he was betrayed by the dwarves who had settled in his grandfather's kingdom. "And betrayed by the ones who helped us reclaim our homeland."

"No eh...You...You made a promise...to the people of Esgaroth." Bilbo stated. "Is-Is this treasure truly worth more than your honor? _Our_ honor, Thórin. I was also there. Buffy was there, and she gave her word when she vouched for you."

"For that I'm grateful. It was nobly done." Thórin replied quietly with slight smile. "But the treasure in this mountain does not belong to the _people of Esgaroth_! This gold... is ours... and ours alone." Then, his voice began to grow much deeper and began to sound like Smaug. "By my life, I will not part with a single coin! Not... one... piece of it!"

Bilbo couldn't believe what he was hearing. The words he heard were the same lines that Smaug had said previously to him when he was inside the dragon's lair. Bilbo could tell that Thórin was mentally affected by the sickness that lingered in the mountain, and stares at him in shock as the other dwarves, dressed for battle, stride by.


	51. Gundabad

That day, Legolas and Tauriel had left their horse and scramble up a rocky outcrop. The two woodland elves crouch behind some rocks at the top and see a fortress ahead.

"Gundabad. What lies beyond?" Tauriel asked quietly.

"An old enemy - The ancient kingdom of Angmar." Legolas explained about Gundabad. "This fortress was once its stronghold. It is where they kept their great armories, forged their weapons of war."

Suddenly, a light flickers in a window of the fortress, then disappears.

"A light! I saw movement." Tauriel said, seeing the flickering light.

"We wait for the cover of night." Legolas said cautiously. "It is a fell place, Tauriel. In another age our people waged war on those lands." He paused for a moment and looked like he was in terrible pain. "My mother died there. My father does not speak of it. There is no grave, no memory, nothing."

* * *

Waiting for a few hours, Legolas and Tauriel kept quiet.

"If we are going in - we should move now." Tauriel decided.

Suddenly, massive bats being screeching and flying around.

"Dúilith secherig." _(They are swarming.)_ Tauriel panicked in elvish.

"These bats are bred for one purpose." Legolas said, staring at the bats.

"For what?" Tauriel asked.

"For war." Legolas answered.

As the bats swarm overhead, a figure rides out on a Warg. The figure was revealed to be Bolg, who was dressed for battle. He raises his mace and shouts out a command. By his command, the trumpets were blown, and the gates in the bottom of the fortress open, releasing rank upon rank of massive Gundabad Orcs, each with a giant spear at least three times longer than the orcs' height.

The massive army of Gundabad Orcs begin to march away, with the bats following and wheeling overhead.

"Din methithar i phain." _(We must warn the others.)_ Tauriel warned in elvish.

"Penim lû. Tolo!" _(We may be too late - hurry!)_ Legolas beckoned in elvish.

As Bolg yells out a command, hundreds of small and lighter Gundabad Orcs emerge out of the marching army and charge ahead towards the direction of Erebor with the bats.


	52. Bred for War

By sunset, the four armies of Dale were preparing for war, sharpening swords and collecting supplies. During the preparation, several members of Buffy's army moved out of the way when Gandalf gallops into the city on his horse.

"Let me through!" Gandalf shouted. "Make way!"

"Whose he suppose to be?" Dav asked.

"No idea." Sunday said. "Come on."

Gandalf dismounts in the main courtyard and looks surprised to see thousands of warriors drilling with swords and companies of elves were marching by.

"No, No, NO! Oi! You - pointy hat!" Alfrid called to the wizard.

Gandalf turns to look at him.

"Yes, you." Alfrid grinned and began to insult him. "We don't want no tramps, beggars nor vagabonds around here. We got enough trouble without the likes of you. Off you go! On your horse."

"Who's in charge here?" Gandalf asked.

"Whose asking?" Giles asked him.

"I am." Gandalf said to him.

"Who are you suppose to be?" Sunday asked, demanding to know who he was.

"I have no time to answer foolish questions, I must speak to the leaders at once!" Gandalf exclaimed. "They have no idea what is coming!"

"Are you meaning me?" Buffy asked, approching Gandalf.

"Buffy." Gandalf whispered in relief.

"Where have you been?" Buffy demanded.

"It's quite complicated." Gandalf answered.

"Well look who decided to show up." Xander spoke as he came to join them.

"I do remember that you were planning on meeting us at the slopes of Erebor." Cordelia said sharply. "Why didn't you meets us?"

"I'm sorry." Gandalf apologized to her and the others. "I was... delayed."

"So why are you here then?" Cordelia asked.

* * *

A little bit later, Gandalf meets with Buffy, Giles, Amy, Xander, Riley, Joy, Samantha, Amber, Larry, Xander, Wesley, Angel, Spike, Thranduil, Faith, Nancy, and Joyce in a large tent.

"You must set aside your petty grievances with the dwarves." Gandalf explained quickly to them. "War is coming! The cesspits of Dol Guldur have been emptied. You're ALL in mortal danger!"

"Mortal danger!" Xander exclaimed.

"What are you talking about?" Bard asked.

"I can see you know nothing of wizards." Thranduil spoke and passed a glass of wine to Bard. "They are like winter thunder on a wild wind rolling in from a distance, breaking hard in alarm. But sometimes a storm is just a storm."

"Not this time." Gandalf continued. "Armies of orcs are on the move. And these are fighters! They have been bred for war. Our enemy has summoned his full strength."

"Why show his hand now?" Thranduil asked.

"Because we forced him." Gandalf continued his explaination about what had happened. "We forced him when the company of Thórin Oakenshield set out to reclaim their homeland. The dwarves were never meant to reach Erebor. Azog the Defiler was sent to kill them. His master seeks control of the mountain. Not just for the treasure within, but for where it lies, its strategic position."

"So what does that mean exactly?" Wesley asked the wizard.

"He means its a gateway for something." Faith answered.

"Precisely." Gandalf said. "This is the gateway to reclaiming the lands of Angmar in the north. If that fell kingdom should rise again, Rivendell, Lothlórien, the Shire, even Gondor itself will fall!"

"These orc armies you speak of, Mithrandir - Where are they?" Thranduil asked.

Gandalf is unable to answer.

"Why wasn't I told of this?" Buffy demanded.

"Because I already knew too Buffy." Amy said.

"Why didn't you tell us about this?" Larry asked her.

"I was about to, but Buffy told me to wait until later, so I'm telling you right now." Amy admitted.

"Amy told me that too." Giles said. "But I'm sure we'll have plenty of time to stand against this threat."

"Riley, tell everyone to get themselves ready for tomorrow." Buffy ordered him.

"Right." Riley complied. "Come on Samantha."

"Here we go." Faith breathed. "I'm ready for action."

"We are out of time." Buffy whispered.


	53. Bilbo and Bofur

At around nightfall, many of the Dwarves were fast asleep while some were wide awake and stood on guard duty around Erebor. Bilbo Baggins, who kept the Arkenstone hidden at Bálin's request, planned to make an escape and travel to Dale. Appearing quietly at the blocked off entrance of the gate, Bilbo saw Dwálin, Glóin, and twelve dwarves that were on guard duty.

"Come on, let's get those blades sharpened." Dwálin said to Glóin and the twelve dwarves.

"Aye, blasted elves." Glóin sighed in slight growl.

"You swinging axe?" Dwálin asked him.

"No, brother." Glóin replied.

Bilbo quietly ran behind the pillar and watched Dwálin, Glóin, and twelve dwarves move away. He carries a rope and checks that the coast was clear. Seeing that no one was around, Bilbo began to tie the rope very tight. That was when Bofur came by from the other side of the broken gate and saw Bilbo.

"You should be inside." Bofur said to him.

"Oh!" Bilbo startled and hid the rope behind his back.

"Out of the wind." Bofur said, giving the hobbit a suspicious look.

"No, I, uh... needed some air." Bilbo said, making up a story. "Place still stinks of dragon."

Bofur nodded his head a bit, and could tell what Bilbo was up to. However, he did not seem to care on what Bilbo was planning on doing and spoke. "The elves have been moving their archers into position." He stated. "Also, my old friend Chieftain Razanur Tûk leads an army of your own kind against Erebor. Razanur and his people live far south in the region. They have suffered greatly over the years ever since..." He took time to answer, but decided not to. "Well, you know what I mean."

"Ah yes, I... know what you mean indeed." Bilbo replied and cleared his throat.

"The battle will be over by tomorrow's eve... though I doubt we will live to see it." Bofur said, not looking a bit happy on what is about to come.

"These are... dark days." Bilbo said.

"Dark days indeed." Bofur understood what he meant as he turned to look at him, but Bilbo turned his face away and nods a bit. "No one could blame a soul for wishing themselves elsewhere." He walks over to Bilbo, and then he stops to look up and around. "Must be near midnight. "Bombur's got the next watch. It'll take a bit to wake him." He turns away to leave and walk down the steps.

"Bofur..." Bilbo spoke, forcing Bofur to turn around and look at him with a smile. Bilbo smiles back and said. "... I will see you in the morning."

"Goodbye, Bilbo." Bofur smiled and walks down the steps.

As Bofur walks down to wake Bombur up, Bilbo now had his chance to continue his escape and throws the rope over the edge. Bilbo clambers hand-over-hand down the rope, slipping along the way. He manages to climb across the moat using some of the rubble. He begins running toward Dale.


	54. Delivering the Arkenstone to Dale

Back in Thranduil's tent, Gandalf had been smoking his weed-pipe while Angel, Gwen, Riley, Samantha, Nancy, Joy, Larry, Joyce, and Buffy confronts Thranduil.

"Thranduil, you know this is completely wrong!" Riley shouted.

"It isn't." Thranduil argued. "My people have suffered long enough. Like his grandfather, Thórin is nothing but a greedy worm in a hole."

"Thórin is nothing like his own grandfather." Buffy argued back. I mean look at this! This is completely wrong!"

"Buffy is right." Angel agreed. "Our army can't fight on two fronts. Its going to impossible."

"And second of all, we don't even know how many orcs or goblins we're dealing with with." Riley said.

"If you and your army won't assist us in this matter, then so be it, but I will do what I must." Thranduil said.

"Thranduil, we are trying to stop a so-called civil war from happening, and all you care about is the gems!" Joyce exclaimed.

"Look, there might still be another chance to stop this." Angel said. "Let us speak with Thórin tomorrow."

"Yeah, but what if he might refuse to listen again?" Joy asked.

"Whose side are you on?" Nancy asked.

"Ah... yours." Joy scoffed.

"Then by all means, warn him." Thranduil responded. "But I have no other choice."

"Oh Thranduil, since when has our own council counted for so little?" Buffy asked him, sounding a bit infuriated by this. "I mean, what do you think we're trying to do here?"

"I think you're trying to save your dwarvish friends." Thranduil guessed. "And I admire your loyalty to them, but it does not dissuade me from my course."

"Course, there is no course here!" Gandalf exclaimed. "This is nothing but madness!"

"This conversation is over." Thranduil said, approaching to Gandalf. "You started this, Mithrandir. You will forgive me if I finish it." He exits the tent and calls to one of the elves. "Are the archers in position?"

"Yes my Lord." The elf lieutenant complied.

"Give the order. If anything moves on that mountain - kill it!" Thranduil commanded him. "The dwarves are out of time."

Buffy wasn't willing to give up, so she decides to approach Bard and talk to him.

"Excuse me, Bard?" Buffy asked. "I know we still support you in all, but do you even agree with this? Is gold so important to you? Would you buy it with the blood of dwarves?"

"It will not come to that." Bard answered. "This is a fight they cannot win."

Suddenly, Bilbo appears from ebhind them.

"That won't stop them." Bilbo addressed them. "You think the dwarves will surrender - They won't. They will fight to the death to defend their own."

"Bilbo Baggins!" Gandalf exclaimed in surprise.

Bilbo smiles happily.

"Bilbo!" Anya shouted and ran over to hug him. "How did you get here?"

"Uh, well... it's kind of a long story." Bilbo chuckled a bit.

Dav was behind looking down at Bilbo. "What are you?"

"Beat it sugar." Spike said to her from behind.

* * *

Inside a large tent, Bilbo is presented before Thranduil, Bard, Buffy, Gandalf, Angel, Gwen, Xander, Anya, Cordelia, Willow, Tara, Oz, Devon, Larry, Faith, Joyce, Harmony, Percy, Laurie, Amy, Riley, Samantha, Amber, Hogan, Nancy, Aaron, Theresa, Laura, Chris, Wendell, Ilsa, Inga, Graham, Stavros, Benjamin, Sheila, Wesley, and Giles.

"If I'm not mistaken, this is the halfling who stole the keys to my dungeons from under the nose of my guards." Thranduil claimed giving Bilbo a unhappy look.

Bilbo looks extremely uncomfortable and responded. "Yes. Sorry about that."

"Okay... so how did you get out of there?" Buffy asked.

"Well as a burglar, I happen to be very clever stealing rope and using it to climb myself down." Bilbo explained.

"Your a burglar?" Samantha asked.

"Yes, but I was only hired to be the company's burglar and..." Bilbo admitted.

"Okay, okay, enough with the so-called burglar nonsense." Faith cut him off. "Can you tell us why you came here?"

There is a silence for a while, but Bilbo steps forward and puts a wrapped package on the table.

"I came... to give you this." Bilbo said as he unwraps the package to reveal the Arkenstone.

"What is that?" Giles asked, looking at the shining stone.

Thranduil rises in surprise. "The heart of the mountain." He whispered. "The King's Jewel."

Everyone approached to look at it in awe.

"And worth a king's ransom." Bard whispered.

"Bilbo, is this the Arkenstone that Bálin mentioned?" Cordelia asked in surprise.

"I believe so." Bilbo nodded.

"But why, why didn't you tell Thórin that you had it?" Xander asked him. "How is this yours to give?"

"I took it as my fourteenth share of the treasure... at Bálin's request." Bilbo answered.

"Why would you do this?" Bard asked. "You owe us no loyalty."

"I'm not doing it for you." Bilbo said and began to explain. "I know that dwarves can be obstinate and pigheaded and difficult, suspicious and secretive… with the worst manners you can possibly imagine, but they also brave and kind... and loyal to a fault. I've grown very fond of them, and I would save them if I can."

"Thórin values this stone above all else." Buffy spoke for him.

"Indeed, and in exchange for its return, I believe he will give what we are owed." Giles nodded in agreement. "There will be no need for war."

* * *

After the meeting, Bilbo walks with Buffy, Angel, Gwen, Xander, Anya, Cordelia, Willow, Tara, Oz, Devon, Larry, Faith, Joyce, Harmony, Percy, Laurie, Amy, Riley, Samantha, Amber, Hogan, Nancy, Aaron, Theresa, Laura, Chris, Wendell, Ilsa, Inga, Graham, Stavros, Benjamin, Sheila, Wesley, and Giles.

"You did the right thing in giving that stone to us." Anya said, sounding appreciated.

"Yep." Xander smiled. "You are one clever burglar."

"So what's going to happen tomorrow?" Bilbo asked.

"Oh we'll take care of that." Samantha said.

"We have it all under control, so right now, you should rest up tonight, and leave tomorrow." Riley said.

"What?" Bilbo asked, sounding a bit puzzled. "What do you mean?"

"Bilbo, there's no time to explain, what you need to do is get as far away from here as possible." Buffy instructed him.

"I'm-I'm not leaving." Bilbo refused. "Gandalf picked me as the fourteenth man. I'm not about to leave the company now."

"There is no company - not any more." Oz said.

"And we don't like to think what Thórin will do to you when he finds out what you've done." Faith said.

"I'm not afraid of Thórin." Bilbo rejected.

"But you should be." Buffy pleaded. "Bilbo, this is very dangerous. Just leave by tommorrow, and go back home. I know Gandalf warned us about this sickness that had lied in that treasure for a long time."

"Ilsa! Inga! Take Bilbo to his room, and fill his belly with hot food." Xander ordered the two twins.

Ilsa and Inga complied and began to lead Bilbo away.

"Larry, get Jonathan." Buffy ordered him. "Tell him to keep a close eye on Bilbo."

"Why?" Larry asked.

"I think Bilbo is hiding something." Buffy suspected. "Gandalf has been very suspicious ever since we escaped the Goblin tunnels."

"Right." Larry complied and went away to look for Jonathan.

"What do you mean suspicious?" Willow asked.

"I don't know." Buffy answered.

"Does anyone have the Arkenstone?" Wesley asked.

"I have it." Harmony giggled. "Oh, I just wished I could keep it, but I know it belongs to Erebor."

"Best you pass it over to me." Cordelia said.

"Or me?" Anya offered.

"Just give it to Buffy." Giles said. "She is the head of this army, so I think she will carry it."

"Buffy, are you entirely sure you know what your doing?" Joyce asked.

"I know what's at stake mom." Buffy answered quietly in a whisper. "We have to try."


	55. Trading the Arkenstone

Early the next morning, the plains in front of the Mountain was covered in legions of Elves and members of Buffy's army, armed for battle. Bard, Razanur Tûk, and the Wood-Folk Chieftain and their armies stationed in Dale. The Dwarves of Erebor, also prepared, watch from above the gate blockade to await their enemy.

* * *

Meanwhile in Dale, Jonathan comes to wake Bilbo up, carrying a bowl of food.

"Okay Bilbo, wakey, wakey, It's time to for to get... up." Jonathan paused and realized that Bilbo is not in the room where he had left him. "Oh boy."

* * *

Thranduil and Buffy ride together to the front of the armies and approach their side of the broken bridge over the moat. Willow and Joyce were both mounted on elven elks that were given by the elven king. Buffy turns around and gives Faith a nod, who nods back with a grin.

"Get ready incase." Faith whispered next to Kip.

"Right." Kip whispered in compliance. "No prob."

From above the blockade, Thórin does something foolish when he draws a bow and released an arrow. The arrow flies between Buffy and Thranduil, and it lands directly in front of Faith. Faith jumped back in a gasp, and looked up in surprise.

"Did you just..." Faith gasped in shock. "Aaah!"

"I will put the next one between your eyes if you all come another step closer!" Thórin shouted at the armies.

As the angry dwarf king draws his bow again, the dwarves on the wall cheer and shake their weapons.

Faith grins as she nods her head and whispered. "Laugh it up."

"That was not cool." Kyle whispered unhappily.

While the Dwarves continue to cheer, thinking they won, Buffy and Thranduil slightly tilt their heads. Instantly, two battalions of elves between Buffy's army pull out their bows, nock their arrows, and aim at the dwarves, all in one fluid motion.

"Draw weapons!" Faith shouted.

"Crossbows!" Xander yelled as well.

"Guns!" Riley shouted also.

At their command, many fighters load their weapons and aim at the dwarves too. The Dwarves stopped cheering and they all duck behind the ramparts. The only who didn't duck was Thórin. After holding the pose for a few seconds, Thranduil raises his hand, and the elves easily put away their arrows. Buffy raised her hand too, giving the same order for everyone to lower their weapons.

"Come on, Thórin!" Faith called, holding her bow tightly and aimed her arrow directly at him. "Go on! Send the next one at me and I'll send this one between your eyes."

"I'm not afraid of you!" Thórin yelled back.

"Oh really, then what are you waiting for?" Faith asked and scoffed.

"You'll be dead before the arrow leaves the bow!" Spike warned loudly.

"He's right!" Xander called. "Faith doesn't miss!"

"Stand down!" Buffy ordered, holding her hand up. "My hand is up, and you know what that means!"

Faith hesitated for a moment and she furiously sighed when she lowers her bow.

"You heard her!" Graham shouted to everyone. "Lower your weapons!"

"What do you all want?" Thórin exclaimed.

"You know what we're here for, Thórin." Buffy replied loudly with an unhappy face. "Don't make this difficult for yourself. We're giving you another chance to fulfill your word."

"We've come to tell you: payment of your debt has been offered... and accepted." Thranduil announced.

"What payment?" Thórin asked in a fierce tone. "I gave you nothing! You have nothing!"

"Angel, show it to him." Buffy whispered to him.

Angel nodded and at a split second, he reaches into his robe and pulls out the Arkenstone, holding it above his head. "We have this."

Thórin was very shocked when he saw the shining jewel in Angel's hand.

"They have the Arkenstone!" Kíli exclaimed in shock. "Thieves! How came you by the heirloom of our house?"

"That stone belongs to the king!" Dwálin growled.

"Of course, the king have it back." Buffy promised. "In our good will. But first, he must honor his word."

Angel puts the Arkenstone back into his robe.

"They are taking us for fools." Thórin whispered to himself.

The dwarves near him can hear what he said, and Bálin looked completely shocked that Thorin's mental state has deteriorated to the point at which he would even consider this.

"This is a ruse, a filthy lie!" Thórin riased his voice and yelled. "THE ARKENSTONE IS IN THIS MOUNTAIN! IT IS A TRICK!"

At the top of the ramparts, Bilbo steps out from the dwarves.

"It-It's no trick." Bilbo confessed. "The stone is real. I gave it to them."

As Bilbo speaks, Thórin's expression changes to a mixture of sorrow and anger. Buffy looks on in worry.

"What is he doing up there?" Cordelia whispered in shock. "He was suppose to leave, not go back and tell him."

"Oh boy, this is not good." Anya whispered, shaking her head in worry.

"Bilbo, get yourself down here at once!" Riley ordered the hobbit.

"I can't." Bilbo refused and continued to look at Thórin. "I'm sorry, Thórin. But I had to give it them."

"You... why?" Thórin asked, sounding a bit upset.

"I took it as my fourteenth share." Bilbo admitted.

"You would steal from me?" Thórin asked furiously.

"Steal from you?" Bilbo asked, pretending to sound thrilled. "No. No. I may be a burglar, but I like to think I'm an honest one. I'm willing to let it stand against my claim."

"Against your claim?" Thórin asked, pretending to look happy, but in truth, he was very unhappy. "Your claim! You have no claim over me you miserable rat!" He throws down his bow in anger and begins walking toward Bilbo.

"I was going to give it to you." Bilbo said. "Many times I wanted to, but..."

"But what, thief?" Thórin asked in a low growl.

"You are changed, Thórin!" Bilbo shouted at him in a brave tone. "The dwarf I met in Bag End would never have gone back on his word! Would never have doubted the loyalty of his kin!"

"Do not speak to me... of loyalty." Thórin whispered in sadness and then shouted to his kin. "Throw him from the rampart!"

Bilbo looks shocked. The other dwarves, rather than obeying Thórin, step away from Bilbo in confusion. Buffy and everyone in her army were completely shocked on what they heard.

Thórin was surprised that no one obeyed him. "DID YOU NOT HEAR ME?" He yelled angrily when he pulled Fíli by the arm, but his nephew shakes him away as a sign of refusing to kill Bilbo.

"I will do it myself!" Thórin growled and lunged forward to grab Bilbo. "CURSE YOU!"

"No!" Fíli shouted.

As Thórin struggles with Bilbo, the other dwarves leap forward, shouting, to pull Thórin away. Thórin manages to grab Bilbo and begins pushing him over the rampart.

"Cursed be the Wizard that forced you on this Company!" Thórin yelled.

Suddenly, Gandalf appears, striding through the armies. His voice was magically amplified to incredibly loud, deep, and powerful tones. "IF YOU DON'T LIKE MY BURGLAR…" Then his voice returns to a normal volume and tone. "Then please don't damage him. Return him to me!" he takes a step forward and continues to speak directly at him. "You're not making a very splendid figure as king under the mountain, are you? Thórin, son of Thráin!"

Thórin slowly lets Bilbo up, and some of the other dwarves rush to help Bilbo up.

"Never again will I have dealings with wizards... or Shire-rats!" Thórin yelled at the wizard in fury.

"Go." Bofur whispered, gently pushing Bilbo toward the rope he'd hung the night before to climb down the walls.

Bilbo throws his coiled rope over the wall and clambers down.

"Aphrodesia! Aura!" Cordelia called to two of her friends. "Get him out of here!"

"Right." Aura complied as she and Aphrodesia run and they both grab Bilbo on each side.

"Come on." Aphrodesia said to the frightened hobbit.

The two Cordettes quickly take him away gently.

"Are we resolved?" Buffy asked loudly. "The return of the Arkenstone for what was promised."

Thórin was breathing heavily and looks to a ridge in the distance, as if looking for someone or something. He turns to walk across the wall where every dwarf remained silent. "Why should I buy back that which is rightfully mine?" He shouted in hate.

"Go back to Bard." Thranduil said to Buffy and instructed her. "Tell him he can keep the stone and sell it. I'm sure Ecthelion of Gondor will give him a good price for it."

"I WILL KILL YOU!" Thórin roared in fury. "UPON MY OATH, I WILL KILL YOU ALL!"

"Your oath means nothing!" Thranduil exclaimed.

"Oh, I've heard enough of this!" Faith shook her head in displeasure. "If he's not going to fulfill his word, then I guess we have no choice." She turns to Riley. "Riley, just give the signal and do it."

"Everyone, prepare to fire at my mark!" Riley shouted.

"Raise weapons!" Xander shouted.

"Steady!" Miller ordered loudly.

"No, hold your fire!" Giles shouted.

"We're not holding our fire anymore Giles." Faith said to him.

"He's out of his mind." Stephen said.

"Thórin, please!" Buffy pleaded. "Lay down your arms. Open these doors."

"Thórin, this treasure will be your death." Angel warned.

"Thórin, we cannot win this fight." Bálin begged.

"Thórin, please listen to him." Cordelia pleaded too. "Just say the word, and we won't do it."

"What's it going to be Thórin?" Faith asked, desperately wanting to fight. "Will you have peace or war?"

Before Thórin was about to answer his word, he bowed his head until a large raven flies up to the ramparts and perches beside him. Thórin heard the words from the raven.

"I will have war!" Thórin exclaimed.

"So be it." Buffy whispered and sighed as she closed her eyes in despair on what she was about do. She raises her hand up and prepares to signal her forces to open fire.


	56. Siege of Dale

Before Buffy sounded her forces to attack, a rumbling was heard in the distance and both Buffy and Thranduil's armies look up to see the ridge being covered by more than 20,000 heavily armored dwarves, led by a huge dwarf riding a battle-pig.

"Ah, Xander." Jesse said, poking his friend Xander. "Incoming."

"Incoming what Jess?" Xander asked as he looked and saw what was coming.

"You gotta be bloody kidding me?" Spike asked in a whisper.

"It's another army." Riley said, looking onwards.

"An army of dwarves." Buffy replied in awe.

"And very heavily armed." Angel added.

"Ironfoot." Gandalf whispered, recognizing the dwarf riding the pig.

"Everyone, get ready to open fire at my mark!" Miller shouted.

"No, hold your fire!" Buffy shouted.

In front of the dwarven army, more than 100 dwarven chariots (with 5 dwarves on each one) were seen been pulled by large mountain goats.

"Tanar!" _(Halt!)_ One of the dwarven commanders shouted in dwarvish, ordering the entire army to halt while their leader, who was riding on his pig.

The Dwarves of Erebor began to cheer upon the arrival of Dáin Ironfoot, the Lord of the Iron Hills. Bálin wasn't thrilled on what is about to come and approached to Thórin.

"Thórin, please." Bálin pleaded his friend. "This is madness."

"This is not madness, Bálin." Thórin replied back to him. "This is honor on what we sons of Durin are meant to do. War."

"Uncle, this is not honor." Fíli argued, agreeing to Bálin's point. "Please, you need to tell Dáin to stand down vefore its too late!"

"Ribo i thangail!" _(_ _Rush the shield-fence!_ _)_ Thranduil yelled to his elves in elvish as he rides through his army.

"Everyone, follow me!" Buffy yelled to her army.

"You heard her, let's go!" Riley shouted.

"Buffy, wait!" Angel called.

"Let's ride!" Clem shouted, riding on a mounted bull where Sophie sat behind him.

"Are you sure your bull is tamed?" Sophie asked nervously.

"Oh Sophie, you don't have to worry about a thing." Clem assured her. "She is absolutely harmless."

"Give me one of those please!" Faith shouted as Lance Brooks and Michael Czajak pass her an elven elk for her to ride.

At the sound of their call, both armies turn away from the gates of Erebor and begin marching quickly toward the oncoming army of dwarves.

* * *

In Dale, Bard was walking through the streets while many of his troops were marching about and getting ready for battle. That was when his friend Percy ran over to him.

"Bard!" Percy yelled. "Bard!"

"What is it Percy?" Bard asked.

"Bard." Percy huffed. "There's another army coming from the south."

"Orcs?" Bard asked in a guess.

"No, Dwarves." Percy corrected. "From the Iron Hills."

"Get everyone to prepare for battle." Bard ordered.

* * *

Dáin rode down on his pig and yelled. "Ay! Thórin! Ironfoot has come!"

Thórin and his army of dwarves in the mountain continue to cheer of Dáin's arrival. Gandalf strides along with them while Bilbo rushes to keep up with him.

"Who is that?" Bilbo asked the striding wizard. "He doesn't look very happy."

"It is Dáin, lord of the Iron Hills - Thórin's cousin." Gandalf replied to him quietly.

"Are they alike?" Bilbo asked again.

"I always found Thórin the more reasonable of the two." Gandalf answered gruffly.

The two armies halt a short distance from one another, and Dáin rides his pig onto a rocky overlook to meet them.

"Good morning! How are we all?" Dáin asked, addressing them as he stopped. "I have a wee proposition, if you wouldn't mind giving me a few moments of your time. Would you consider... just sodding off!"

Buffy's troops clutch their weapons and take a step forward while the elves do the same thing.

"All of you - right now!" Dáin shouted at them.

"Stand fast, everyone!" Larry shouted.

"Hold the line!" Joy yelled out.

Gandalf strides forward and managed to get his attention. "Oh come now, Lord Dáin!" He called to him.

"Gandalf the Grey." Dáin growled. "Tell this rabble to leave or I'll water the ground with their blood!"

"There is no need for war between dwarves, men and elves!" Gandalf exclaimed. "A legion of orcs march on the mountain. Stand your army down!"

"I will not stand down before any elf!" Dáin refused angrily and pointed his hammer directly at the elven king, who was riding beside Buffy. "Not least this faithless woodland sprite! He wishes nothing but ill upon my people! If he chooses to stand between me and my kin - I'll split his pretty head open! See if he's still smirking then!" He immediately rides away as Thranduil smiles furiously.

"Dáin! Wait!" Gandalf shouted, trying to stop him from leaving, but it was no use.

"He's clearly mad, just like Thórin." Willow said.

"We have to stop this." Giles said.

The Dwarves of Erebor continue to cheer happily and awaited for what was about to come.

"Let them advance." Thranduil insisted. "See how far they get."

"Ya think I give a dead dog for your threats, you pointy-eared princess!" Dáin shouted back insultingly to the elven king as he rode his war pig back up to join his army.

"Oh that was not nice." Angel murmured.

"Ya hear that lads!" Dáin shouted towards his army. "We're on! Let's give these bastards a good hammering."

"Yanâd Durin Nul!" _(_ _Come on Sons of Durin!)_ One of the dwarven lieutanants yelled.

The Dwarves of the Iron Hills respond and shout out their deep war cry.

"Alright everyone, let's deal with this!" Buffy called to her troops.

"Right then." Dáin nodded to one of his lieutenants that were on the chariots. "Let's get this done." He turns to face the rest of his army and shouts. "Send in the goats!"

The Dwarven soldiers that were on foot make way for a fully armed cavalry of Dwarves that were mounted on armored mountain goats. At the Dwarven Lord's command, the mounted dwarves begin to charge down straight towards Buffy's army.

"Buffy, do something!" Willow cried.

"Buffy!" Spike yelled.

"Ihgirî ni-hun!" _(Get right into those buggers!)_ Dáin yelled in Khudzdul.

Buffy hesitated for a moment until she shouted. "Prepare to fire!"

"Archers!" Xander shouted. "Crossbows!"

Many archers and crossbows form a huge line and prepare to open fire on the oncoming dwarves. Thranduil called for his troops to do the same thing and many elven archers from each side of Buffy's army prepare to fire.

"Thranduil! Buffy! This is madness!" Gandalf called to them.

"HADO!" _(RELEASE!)_ Thranduil yelled out in elvish.

"FIRE!" Faith shouted.

As the dwarven riders continue to fly down, both armies release a fully volley of arrows that would land directly on the cavalry.

Dáin looks up and sees what is coming. He raises his hammer up and yells in Khudzdul. "Baruk Khazad!" _(Send out the lances!)_

Before the arrows were about to make their landing point, more than 90 half-a-dozen heavy crossbows released spinning lances to destroy the arrows and allow the cavalry to keep moving unharmed. The lances land few inches of the two armies. Faith tripped backwards and landed on her back.

"Ow!" Faith groaned.

"Huh." Buffy scoffed in surprise.

"Didn't see that one coming." Spike said in shock.

"Hey! How do you like that you old twirly-whirlies?" Dáin laughed. "Ha ha, you buggers!"

"Okay, I guess arrows won't work." Lance said nervously. "Is there a plan b?"

"Gunners!" Miller shouted. "Step forward!"

At a split second, hundreds of armed gunmen emerge out of Buffy's army and prepare to open fire at Riley's mark.

"Prepare to fire!" Samantha shouted, holding her a heckler & Koch MP5 to fire.

As both armies prepare to fight and await the enemy, a loud rumbling was suddenly heard at the base of a spur of the mountain. The armies grow silent as they turn to look.

"What is it?" Tara asked, sounding a bit nervous.

"Sounds like rumbling." Tor said.

"An earthquake!" Kevin shouted. "It's an earthquake!"

"No, its not an earth-quake." Angel shook his head.

"Were-worms." Gandalf whispered to himself.

At the spur of the mountain where the rumbling is coming from, massive worms, hundreds of feet long and dozens of feet thick, break through the rocks. Their mouths are essentially giant drilling machines, strong enough to crush the toughest rocks in their jaws. Everyone in the three armies look on in shock.

"What on earth are those things?" Giles asked, whispering to himself.

Dáin overlooked on what was happening and was quite shocked as well. "Oh, come on!"

The worms suddenly retreat into the tunnels they'd made through the mountains approaching Erebor. As the mist clears, Azog and dozens of Guldur Orcs were seen on top of Raven Hill. Behind them are several massive contraptions made of wood, rope, and cloth, meant as a signaling device. When one of the wooden structures opens up in a particular position and horn blows at the same time, legions of Guldur Orcs and Goblin Mercenaries begin pouring out of the were-worm tunnels.

"Ansâru, bekâr!" _(Prepare to engage!)_ Dáin yelled in khuzdul and then in the common tongue. "The Hordes of hell are upon us! Fight to the death!"

At his command, Dáin leads a brigade of 1000 Dwarven warriors to rush toward the oncoming Orcs first while the rest of his forces stay where they are and get themselves ready to engage the enemy.

* * *

Meanwhile, on top of the gates of Erebor, the Dwarves of Erebor murmured on what to do.

"I'm going over the wall!" Fíli shouted. "Who's coming with me?"

"Aye!" Óin cried.

"Yes!" Kíli shouted in agreement.

The other dwarves cheer and agree to follow Fíli and prepare to climb down the rope that Bilbo made.

"Come on! Let's go!" Dwálin growled in excite.

"Stand down!" Thórin responded angrily.

"Stand down?" Kíli asked in confusion.

"What?" Dóri asked, sounding a bit concerned on what Thórin had just said to him and the entire army of Dwarves that were fully prepared to fight.

"Are we to do nothing?" Fíli asked.

"I said STAND DOWN!" Thórin snapped as he walked away.

"Oh no." Bálin whispered in shock and looked onwards in horror.

* * *

Back on the fields below, Dáin and his brigade rush toward the oncoming Orcs while the Elves stay right where they are.

"The Dwarves are outnumbered!" Gage shouted.

"Gage is right, they're not going to stand a chance!" Jesse cried.

"Come everyone, we gotta help!" Buffy yelled. "Let's go!" She turns to face Thranduil, who looks back at the dwarves.

"The elves... will they not fight?" Tara asked.

"Thranduil, are you going to help?" Wesley asked the elven king.

"Forget it, let's go!" Faith shouted.

Just as Buffy's army prepare to make their move and engage the oncoming enemy, the Dwarves built a shield wall with their massive spears pointed outward.

"Rakân, bekâr!" _(Warriors, bare arms!)_ One of the dwarven lieutenants shouted in Khudzdul. "Al-Ruse!" _(Spears ready)_

The Dwarves shouted in distinctly while the Guldur Orcs were running towards the shield wall. Suddenly, right as the Orcs reach the dwarves, a large division of 1500 Silvan Elves leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the Orcs. As the Elves press forward, the dwarvish shield wall was raised and the dwarves rush forward, cutting down Orcs with their spears. During the fight, Dáin was having a lot of fun smacking dozens of orcs with his hammer while his boar rides through every orc battalion.

"Idmi d' dum!" _(Come meet my hammer!)_ Dáin roared in Khudzdul as he continued to smack a lot of Guldur Orcs

As the remaining elves march toward the battle, Buffy and her army remain at ease while Gandalf and Bilbo were tanding in one place.

"Eh, Gandalf - Is this a good place to stand?" Bilbo asked.

At the top of the hill, the wooden signaling devices change their position to show a new signal. Buffy sees the signal on top while Giles turns around and looks toward the tunnels to see new legions of Orcs, including massive trolls and other monsters, coming out. Thranduil rides forward and shouts to his troops in elvish to open fire. By his command, the elves released a full volley of arrows that land directly on the Orcs, Trolls, Ogres, and Goblin Mercenaries.

While Azog's forces suffered medium casualities, Dáin signals the Dwarven chariots to take action at once. All the Dwarves on each dwarven chariot ride on and crash into the enemy, killing a number of Orcs and Goblin Mercenaries that were moving forward towards the mountain. The Dwarves cheered, but their victory was cut short when the horn was blown, and dozens or perhaps hundreds of 10 foot tall Ogres begin to charge towards the Dwarven chariots.

Most of the chariots were stopped and shoved aside by the Ogres while the rest continued to move forward across the battlefield. The Dwarves that were on the chariots tried to flee or engage, but the Ogres proved to be invincble and began to slaughter them with their spiky clubs.

The Dwarven cavalry began to engage and charge towards the enemy, but that was when a battalion of 3000 Wargs and Warg-riders emerged from the tunnels and charged towards the Dwarven cavalry. The rest of Dáin's forces yell out their war cry and charged to meet the enemy head-on. Seeing that the dwarves were in need of assiatance, Buffy was ready to lead her army to engage while Thranduil led his army to attack and help the dwarves fight off the enemy.

* * *

In the city of Dale, many Northrons were running through the streets and getting themselves ready for battle. Bard runs through the streets of the city and rallies a large number of men and women to follow him.

"Men of the North, prepare to engage!" Bard yelled.

Alfrid was accompanying a large battalion of Northron troops that cheered their war cry.

* * *

The horn on top of Raven Hill was blown again, and a large army of 70,000 Orcs who came from Moria, had been marching east towards Dale. Hearing the sound of the horn, the Moria Orcs march toward Dale, which was between the current battle and the tunnels.

Buffy began to notice and realize that they were heading to Dale. "Azog... he's trying to cut us off." She whispered to herself.

"They're heading to the city!" Nancy shouted, pointing at the direction of where Azog's forces were marching.

Coming out of the tunnels, dozens of massive mountain trolls were carrying catapults on their backs and march alongside the rest of Azog's troops to attack Dale.

"Everyone, fall back to Dale!" Buffy yelled to her army. "Now!"

"Come on everyone, let's move!" Riley shouted. "Move, move!"

"To the city!" Xander cried.

"Bilbo, this way!" Gwen shouted, grabbing Bilbo's arm and taking him along.

Intercepting the two armies of Azog, Buffy leads her army to rush toward the city of Dale. Elsewhere in the battle, while several Dwarves and Elves were getting slaughtered by a large number of Orcs, Angel, Thomas, Jesse McNally, Colin, Ned, Mutt, Jeff, Stephan Korshak, Spike, Sheila Martini, Julia, Lyle Gorch, Tector Gorch, Candy Gorch, Theresa Klusmeyer, Dalton, Andrew Hoelich, Blair, Sunday, Tom, Dav, Eddie, Jerry, Harmony Kendall, Jamie, Jape, Cyrus, Brad Konig, Mort, Sandy, Tara Siener, Brandon, Lucius, Torg, and the rest of the ensouled vampires and good demons openly fight against the Guldur Orcs, Goblin Mercenaries, and Ogres. Faith was riding her elven elk and rode across the battlefield slaying a dozens of Orcs. Clem and Sophie were fighting together as their pet bull was gashing her horns.

While Buffy's army had managed to reach the city in time, there wouldn't be enough time for them to set up their defensive positions. The monstrous trolls approached the city and stopped at a rise that overlooked Dale. They bend over and plant all four legs on the ground, thus making their backs horizontal. On their backs are catapults loaded with large rocks. The Goblins on the backs wind up the gears of the catapults.

At a signal from their Ogre leader, who strikes the ground with his mace, the catapults are released, and the rocks fly toward Dale. The rocks smash into the walls and towers, destroying everything they hit. Bard and his forces quickly set up their positions until a troll with a giant triangle-shaped rock strapped to his head runs up to the wall and smashes into it headfirst, knocking it down and knocking himself out in the some motion. Many Moria Orcs behind the troll rush into the city through the hole, entering the houses and killing whatever people they find.

* * *

Inside the city, hundreds of screaming townspeople flee from the oncoming orcs in terror while some were getting slaughtered. Many of the children flee away in terror while Northron fighters managed to get them into safety and prepare for battle against the oncoming enemy.

During the siege, Sigrid and Tilda hide in a building when they saw a troll that was climbing over the wall. Hundreds of Stoor Hobbit archers released a full volley of arrows that landed landed on the troll, killing it before it could enter the city and cause destruction.

* * *

Somewhere in the city, Buffy and her army move inside the city and see incoming Guldur Orcs that have already entered the city.

"Okay, everyone, this is it!" Buffy shouted.

"Follow the slayer!" Xander shouted.

"For Sunnydale!" Joy yelled her war cry.

"Come on, let's get them!" Sean cried.

"Get them!" Doug roared.

At the sound of their way, Buffy and her army charge to meet the enemy head-on. Joyce and Willow were riding on their elven elks across the city and were busy slaying a number of Moria Orcs. After Cordelia slew a Moria Orc that was rushing towards Selena Diaz, her friend Siriporn Keidler ran up to her.

"Cordelia, orcs are streaming forward into Dale." Siriporn informed while fighting. "What do we do?"

"You want to stop and ask?" Cordelia asked loudly. "Or maybe we could can just try and hold then off as long as we can!" She looks around. "Where's Harmony?"

"Last I saw her, she was running through the battlefields near Erebor." Eva Eastman said, who was fellow Cordette.

"Eva, find Gwen and the other Cordettes." Cordelia instructed. "Round them up. Hurry!"

* * *

Meanwhile, Bain, who had been holding a sword that he took, was trying to look for his sister that were nowhere to be seen. He ran pass a lot of people that were fleeing.

"Sigrid!" Bain called. "Tilda!"

* * *

Bard runs with his troops across the city. They run against the flow of the fleeing people, looking for his children.

"My children!" Bard cried out in a panick. "Where are my children?"

"I saw them." A wood-folk female warrior said as she was leading a battalion of Wood-folk at her side. "They were down in the old market."

"The market? Where are they now?" Bard asked himself and began to call out for his daughters. "Tilda! Sigrid!"

Percy runs up at the head of his company of well-equipped soldiers from Esgaroth and calls for his friend. "Bard, Orcs are storming over the causeway!"

"Get the bowmen to the eastern parapet." Bard instructed him. "Hold them off for as long as you can!"

Just then, Adrian and a battlion of soldiers of men and women came to meet him.

"Your majesty, the Orcs have taken Stone Street." Adrian reported. "The market's overrun."

"Everyone, follow me!" Bard yelled to every company.

Immediately, Bard leads his forces to meet the the oncoming orcs. Both sides crash into a each other and fight. Elsewhere in Dale, Gandalf and Bilbo were also fighting off the orcs with a large number of Stoor Hobbits. That was when a battalion of Northrons came running in to join them in the fight as Alfrid was running with them.

"Charge! Onward! To the death!" Alfrid shouted.

While still shouting, he stops running, panting for breath. Seeing that no one was watching him, he runs towards a building and hides as more troops were coming by.

* * *

During the fight in all, Sigrid and Tilda were running for their lives as two Moria Orcs were chasing the two helpless siblings. As they run screaming around a corner, Bain jumps out and kills the first orc. The second orc knocks him to the ground and swings at him, only to get his sword caught on something overhead. Bain uses this chance to thrust his sword into the orc, killing it. He and his sisters round a corner and see their father fighting further up the lane, uphill from them.

"DA!" Sigrid called.

"DA!" Tilda called. "We're down here!"

"Here!" Bain called as well.

Bard hears them and turns to see them, looking relieved. However, his expressions changes to shock when he sees an ogre enter the lane behind the children, throwing a man many feet away with a single blow of its mace. The ogre sees the children and growls, and the girls scream in terror.

They are too far away for Bard to reach them in time, and he looks around frantically. As the troll approaches the children, Bard tilts upright a cart that had been laying sideways in the courtyard. He scrambles into it and launches it down the avenue toward the children. The ogre raises its mace to smash the children, but pauses in surprise when it sees Bard hurtling toward it in the cart.

"BAIN, SIGRID - GET DOWN!" Bard yelled.

The siblings throw themselves to the floor as the cart bounces over them. It then smashes into the ogre and sends it flying backwards. Bard was also thrown forward, and he manages to thrust his sword into the ogre's heart in a flying strike.

* * *

In the plains near Erebor, Thranduil was fighting and slaying a number of Orcs and Goblins all around him. Several Orcs climb on his elk, but the elven king managed to use every might of his strength to slay them.

"Baruk Khazâd!" Dain yelled in khuzdul as he rode on his war hog and smashed numerous orcs with his hammer. "Khazâd ai-menu!" He swings his hammer between two Guldur Orcs, and then continues to bash several more that were surrounding him. "Ihgir ni-hu!"

Sophie suddenly falls off Clem's bull and rolls over the ground.

"Sophie!" Clem cried, turning around as he fights.

"Clem, help me!" Sophie screamed as she ducks to avoid a Guldur Orc that nearly struck her.

"Hang on!" Spike shouted as he slew the orc down before it could harm Sophie.

Angel was fighting off the Orcs and Goblins and grabbed hold of an axe. He turns around and throws the axe at an ogre that was about to kill an unarmed dwarf. The Ogre falls backwards and dies.

"Well alright!" Tector laughed as he looks around and spits both his hands.

Mort lands a head-butt on a Guldur Orc and grabs an axe.

"Mort! Axe!" Sheila shouted.

Mort throws the axe a Guldur Orc. Sheila takes the axe out of the orc's head and then throws it at another orc. Harmony spots an Amputated Troll that was smashing its way, killing several dwarves and elves in the process.


	57. Darkest Hour

Throughout the battle between Dale and Erebor, Bard and his children run up an empty street that was considered the safest parts of the entire city.

"Listen - I need you to gather the civilians." Bard instructed his children. "Take them to the Great Hall and barricade the door." He then gently takes Bain's sword from him. "You understand - you must not come out for any reason!"

"We wanna stay with you." Tilda pleaded.

Alfrid, who had been hiding in a doorway nearby, steps out suddenly. "Show your father some respect!" He said sharply to her and the children. "You leave it to me, sire. You heard him, you need to make yourselves to the Great Hall at once!" He grabs Tilda and Sigrid and begins rushing them away.

"Alfrid, keep the civilians out of harm." Bard instructed as he thrusts the sword into Alfrid's hands. "Including my children."

"I'll get them to safety, sire." Alfrid nervously complied when he saw orcs nearby. "And my sword is yours to command." He begins rounding up the people he sees. "Get up!"

Bard holds Bain's face earnestly and whispers. "Look after them." He turns and jumps down to meet the enemy head-on and leads his troops to prevent the enemy from moving across.

Alfrid was busy helping two people. "Shift it, granny!" He said sharply to the elderly woman.

As Bain catches up to Alfrid, Alfrid rudely tosses him the sword, and Bain looks at him in disgust. Many of the civilians were making their way towards the Great Hall to seek cover and shelter.

"Make for the Great Hall!" Bain called out to the civilians.

"Out of my way!" Alfrid cried as he runs and pushes his way through the people, knocking many of them over in his haste to reach the doors. "Abandon the cripples!"

* * *

As more and more orcs, goblins, ogres, and trolls enter the city, Faith rides her elk into the city by crossing one of the bridges. As she crosses, her elk trampled dozens of orcs that were trying to stop her. The elk lowers its horns and spears five orcs at the same time, lifting them up so that Faith could use her slayer strength behead all of them with one swing of her sword. Thundering into the city, her elk was suddenly killed by multiple goblin arrows to the chest. As it falls, Faith leaps clear and rolls. She comes up from her roll to find herself surrounded by orcs and goblins. She pulls out her sword and begins fighting them.

"Is that all you got?" Faith growled as she beheaded an goblin.

While not looking, a Guldur Orc raises its sword to strike her, only for an axe to flow into the orc's back. Faith turns around and sees that Buffy saved her life. Buffy and her forces arrive and openly engage the enemy. Throughout the fight, Larry had been fighting off several Guldur Orcs that were pooring inside the gate. He tried his best to hold them off, but was overwhelmed and slain.

"LARRY!" Xander yelled in horror when he saw his friend got slain.

As more orcs were coming in, dozens of troops in Buffy's army were bravily fighting, but were getting slain due to the sheer number. Debbie Foley, Don, Siriporn Keidler, Parker Abrams, Guy Matthews, and Nancy Silverman were among those died in the fight while the rest of Buffy's forces continue defend the city. Joyce rides outside on her elk and crosses the bridge where Faith was. Crossing the bridge, Joyce and her elk trample many orcs and goblins. Buffy looked on in horror when she saw what her mother was doing.

* * *

In the plains in front of Erebor, Demons, Dwarves, Elves, and Vampires were all being driven back by a massive number of Guldur Orcs, Goblin Mercenaries, Ogres, Trolls, and Wargs. Despite their efforts in winning, a number of vampires were beaten and turned to dust. Charlotte, Sunday, Kevin Benedict, Andrew Hoelich, Jape, Jerry, Eddie, Cyrus, and Jesse McNally were tragically killed when Orcs overwhelmed and decapitated them. Clem had been busy riding through the plains, searching for Sophie who was nowhere to be found. Dáin's war pig was suddenly killed when two Guldur Orcs skewered it down, causing the dwarf lord to fall backwards.

"YA BUGGERS!" Dáin yelled begins killing orcs left and right with his hammer and by headbutting them. "Thórin!" He called out for his cousin. "Where's Thórin? We need him! Where is he?"

Thranduil turns around to stare at the mountain and spoke to himself. "If he's not coming out, then so be it."


	58. Fighting the Sickness

Inside Erebor, Thórin was sitting all alone on his throne when Dwálin approaches him.

"Since when do we forsake our own people?" Dwálin asked furiously. "Thórin, they are dying out there."

Thórin didn't seem to care about what Dwálin was saying about his cousin's forces been overwhelmed. He was quiet for a moment until he decided to think of something. "There are halls beneath halls within this mountain - places we can fortify." He whispered to himself as Dwálin looks disappointed and angry. "Shore up, make safe. Yes… yes - that is it. We must move the gold further underground - to safety!" He begins to walk away.

"Did you not hear me?" Dwálin angrily called out to him. "Dáin is surrounded! They're being slaughtered, Thórin."

"Many die in war." Thórin answered, something that Dwálin like to hear. "Life is cheap. But a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend!"

"You sit here in these vast halls, with a crown upon your head, and yet you are lesser now than you have ever been." Dwálin said, sounding a bit upset on what Thórin was actling like.

"Do not speak to me as if I was some lowly dwarf lord…" Thórin paused and felt clearly mentally affected by the sickness. "As-As if I were still... Thórin... Oakenshield." He starts to feel a bit upset on what he was saying. "I AM YOUR KING!" He roared as he pulls out his sword. However, he is so unbalanced that he almost falls over.

"You were always my king." Dwálin said solemnly. "You used to know that once." He bows his head in sorrow. "You cannot see that you have become."

"Go." Thórin ordered his friend. "Get out... before I kill you."

After looking at each other for a while, Dwálin turns and leaves.

* * *

Thórin walks through the hall alone, the place where he and his companions tried to drown Smaug. The entire floor is covered in gold a few feet deep. While walking, Thórin continued to hallucinate from the sickness that continued to infect him, but that was when he heard many of the words that he spoke or were spoken to him earlier in the past. Thórin started to cry from all the voices in his head, but just as the voices suddenly stop, Thórin looks down and sees a shadowy shape of Smaug sliding beneath the gold.

Thórin screamed as the gold beneath him turns into a sinkhole and he begins drowning, surrounded by gold. He screams as he tries to escape, but keeps getting pulled down. As he disappears beneath the gold, Thórin wakes up and realized where he was. He stands up and yanks off his crown and throws it to the floor. He has finally comes back to his senses.

* * *

Just inside the gates of Erebor, the dwarves of Erebor, including the members of Thórin's company, were desolately sitting hearing the cries of battle outside, and were unable to help their kin. Then, they rise as they see Thórin approaching from further in the mountain, sword drawn. He is no longer dressed in his royal robes and arbor, but in a simple leather outfit.

Kíli rises and angrily walks over to his uncle. "I will not hide behind a wall of stone, while others fight _our_ battles _for us_!" He shouted at him and hsakes his head. "It is not in my blood, Thórin."

Kíli and Thórin stop in front of each other.

"No, it is not." Thórin whispered to him. "We are sons of Durin. And Durin's folk do not flee from a fight."

Thórin lays his hand on Kíli s shoulder, smiling. Kíli smiles back at him through his tears. After they touch their foreheads to each other, Kíli turns to the rest of the dwarves.

"I have no right to ask this of any of you; but will you follow me one last time?" Thórin asked his own dwarven army.

All the dwarves of Erebor rise and raise their weapons, ready to follow their king and friend again.


	59. Reinforcements

The battle near Erebor was going badly as Thranduil, Dáin, Angel, and Torg rally all their remaining toward the gates of Erebor, with the orcs in pursuit.

"FALL BACK!" Dáin yelled to his troops while fighting and bashing orcs and goblins. "FALL BACK! TO THE MOUNTAIN! FALL BACK!"

Clem rides across slaying his enemies while his bull continues to bash her enemies. Sophie was seen running and screaming when several Guldur Orcs were chasing her. Angel jumps behind her and managed to save her life in time. Harmony, Dav, and Sheila stand in front with their weapons locked in their hands and growl at the Orcs, Goblins, Ogres, and Trolls line up by rank, ready to attack them.

"Oh, we might not live to see this." Spike sighed in a grumble.

"It was good fighting with you, Spike." Angel said.

As the signal horn sounds again, several heavily armored trolls shoulder their way to the front of the Orc ranks. The entire horde begin to march forward towards the Demons, Dwarves, Elves, and Vampires that were not willing to give up this fight. Suddenly, a trumpet was heard and every fighter turned around and saw Bombur, who was the dwarf blowing the horn atop the wall. This caused all the Goblins, Ogres, Orcs, and Trolls to stop in confusion.

"It's Thórin." Harmony whispered.

After Bombur finished blowing the horn, the entire barricade of rocks in the gateway of Erebor suddenly smashes outward as it is hit from inside by a giant golden statue that the dwarves had hung up like a bell. The rocks fall forward and make a rough bridge across the moat. At a split second, Thórin leads his army out of the gates and run through the ranks of Dwarves, Elves, Demons, and Vampires that all looked surprised and proud.

"TO THE KING!" Dáin shouted to every fighter around him. "TO THE KING!"

"Du Bekâr!" _(To arms!)_ Thórin shouted as he raises his blade up in the air and leads the way as all the fighters form a wedge behind him. They smash their way through the orc ranks, releasing their pent up anger and hatred. The Trolls were nearly this close in striking, but they were all killed when the elves released a full volley of arrows at the giants.

While many more Guldur Orcs and Goblin Mercenaries were streaming out of the goblin tunnels and prepared to make their move to attack Dale and Erebor, a horn was blown and both armies turn around to face another army that arrived. It was an army of 30,000 Elves from the realm of Lothlórien. On a chariot, Lady Galadriel was wearing golden armor like every member of her kin. The Elves stopped marching and observe the fighting. Rather than waiting, Galadriel raises her hand up and gives the order to allow the Silvan Elves of Lothlórien to charge and attack. The Goblins and Orcs charge out and the three armies crash into each other.

Dáin, Brandon, Óri, Harmony, Nóri, Dav, Dwálin, and Sheila were all fighting together. Together, Sheila and Dwálin bashed their hammers on the foot of a troll with a catapult on its back. The troll yowled in pain and fell backwards. The goblins were crushed to death when the troll fell on its back, but when the catapult was heard from underneath, the troll was suddenly thrown like a dime and landed on the ground dead.

Bombur, Bofur, and Bifur were fighting proudly together against the enemy. Just as Bombur used his fat stomach to bash a Guldur Orc that landed hard on the ground, Bofur and Bifur finished it off with their weapons. Bombur ran up ahead and swung his mace at an orc. The Orc was still alive when the fat dwarf jumped and landed his back to finish it off. As he did, he used his legs to kick another Orc that was charging towards him at the same time. Bombur tried to get up, but since he was too fat, Bifur and Bofur had to help him up.

"Come on, Bombur!" Bofur shouted in laughter. "Get it up!"

Angel picked up an axe and threw directly at an ogre. The ogre landed backwards and was dead. Harmony took the axe outo f the dead ogre and turned to see Nóri, who was having trouble fighting a Guldur Orc.

"Bofur!" Nóri cried out for his friend Bofur to help him out. "Here! Hurry!"

Harmony didn't react and immediately threw the axe at the orc's forehead and saved Nóri's life.

"Nóri! Help!" Óri called out for help.

Nóri grabbed the axe and threw it directly at a Guldur Orc that was fighting Óri. Óri took the axe out of the axe out of the orc's forehead, and then throws towards Spike, who had managed to finish off a large ogre.

Spike looked up and saw the axe flying towards him. "Huh?" He grabbed the axe in the nick of time and murmured to himself. "Bloody hell."

As the fight continued to progress, a large amputated troll, with a Guldur Orc on top of its back, was used as a mount and used its swinging maces to smash several Dwarves, Demons, and Elves.

"Look!" Sophie screamed, pointing at the amputated troll.

Thórin and his nephews were all fighting together while the ampulated troll continued to cause terror by killing its enemies. While swinging its maces, Brandon and Lucius threw two dwarven axes at it, but had no effect. The orc on top turned the amputated troll towards the direction and led straight towards Harmony, Dav, and Sheila.

"Give me a boost!" Harmony shouted.

"Right behind you!" Dav complied loudly as she and Sheila used their vampiric strength to throw Harmony.

Harmony grabbed hold of the amputated troll's arm and climbs right up. On top of the head, she snaps the orc's neck and shoves it off. With no one to control amputated troll, Harmony landed backwards and took control. Now, she used the amputated troll to smah down dozens of Guldur Orcs and Goblin Mercenaries that were in front of her.

"Hahahaha!" Harmony laughed excitedly. "This is fun!"


	60. Two Arms

Back in the city of Dale, Bilbo and Gandalf look out at the plain from an abandoned causeway and see what is happening.

"The dwarves and elves." Bilbo spoke happily. "They're rallying."

"They are rallying to their kings." Gandalf replied happily as well.

* * *

Meanwhile, Bard, Razanur Tûk, and Buffy rally their armies together.

"They're coming." Bard said quietly.

"I know." Buffy nodded her head a bit and turned to look at him. "We can't back down."

"Faith, get some archers on top of that building." Wesley instructed. "Give them a full surprise."

"Right." Faith complied with a grin.

Bard didn't look so happy.

"What's wrong?" Giles asked him.

"I let myself imagine this city restored." Bard said. "We would take what had been destroyed and rebuild it. It would wash away this sadness, and the streets would once again be filled with life. Full of hope."

"Bard, there's no time for ytou to despair." Buffy said, giving him a brave look on her face. "You have gave your people hope already. Look how many of them standing beside you. I know some had died defending this city, including my own, but for what?"

"What would you have us do?" Bard asked her.

"What she is saying is, don't despair." Anya spoke. "It will not bring you and your people hope."

"If you all stand strong, then there will be a great chance you'll have hope." Xander said. "Buffy gave every person hope in her... city, and we will do the the exact same thing if we fight together as one."

"That's what makes us stronger." Gwen smiled at Bard. "Underneath all that blood and dirt, there is a chance of new life."

Bard turns around to face his people who were waiting for orders. Without hesitating, Bard shouts to them. "Any men who want to give their last - follow me!"

Together, all three armies charge through the city and clash with the orcs and goblins.

* * *

Inside the Great Hall, many of the civilians were huddling together when Hilda grabs a spear.

"I say we stand with our warriors in life and in death!" Hilda exclaimed bravily. "Arm yourselves!"

Many of the civilians, especially the elderly, grab their weapons and follow her. Bain, Sigrid, and Tilda all grab swords and begin to walk out.

"Come with us, love." A woman spoke to an old lady sitting hunched over under her shawl.

"No, no, no!" The hunched woman said. "You leave an old woman be."

"Don't be afraid." The woman spoke softly, trying to comfort her.

The "woman" under the shawl suddenly stops using the fake voice and speaks in a male voice.

"I said get off!" The man growled.

Hilda could tell who the man was. She reaches over and yanks off the shawl. The man was revealed to be Alfrid, who was trying to diguise himself as an old lady.

"Alfrid Lickspill, you are a coward!" Hilda spat in disgust.

"Coward? Not every man is brave enough to wear a corsett!" Alfrid spat back at her.

"You're not a man, you're a weasel." Hilda responded back as an insult to him.

As the others grab whatever tools or weapons they can find to join the battle, an urn falls over, and Alfrid sees it fall. It breaks open to reveal that it was full of gold and silver coins.


	61. Riding to Raven Hill

On the battlefield, Thórin, while separate from his nephews, slew an orc that tried to slash the dwarf king down. He turns to see his cousin Dáin, who was not far away.

"Dáin!" Thórin called to him.

"Thórin!" Dáin called back loudly as he climbed on the back of large Guldur Orc. "Hold on! I'm coming!"

Together, the two dwarf cousins continue to kill off several goblins and orcs, all the while getting closer to each other.

"Hey cousin!" Dáin shouted happily when he bashed an orc in the face with is hammer. "What took you so long?"

In a brief respite, they are able to meet and hug each other happily.

"There's too many of these buggars, Thórin." Dáin said, observing the numbers, and turned back to face him. "I hope you've got a plan."

Thórin looks up and sees the hilltop on which Azog's wooden machines and signalling orders. "Aye." He whispered in response. "We're going to take out their leader."

"Azog." Dáin breathed.

Thórin strides forward and mounts a large goat that Dáin's army had brought, and responded sharply. "I'm gonna kill that piece of filth!"

"Thórin, you cannot do this." Dáin pleaded. "You're our king."

"That is why I must do it." Thórin said.

"Oh really?" Spike asked, pretending to sound a bit surprised when he approched Thórin from behind. "Then how do you plan to fight your bloody way single-handed to Raven Hill?"

"You can't do this alone, Thórin." Dáin warned.

"Who says I can't do this alone?" Thórin asked.

Seconds later, Spike and Dáin turn around and see a chariot striding towards them. With eight large unarmored goats pulling the chariot, Sophie, Bálin, Dwálin, Fíli, and Kíli were among the dwarves that were onboard.

"It's been a while since I've done this." Bálin said happily, who was holding the ropes to control the goats.

"Well if your going to take down the Defiler yourself, then I'm coming with you!" Spike exclaimed as he ran around to get himself on and pushed Kíli. "Out of the way! We got two kingdoms to save!"

"I can't believe I'm really doing this." Sophie breathed nervously. "But I'm ready."

Thórin turns around and sees a cavalry of 500 Dwarves of Erebor that were all mounted on goats.

"ON!" Thórin yelled. "TO RAVEN HILL!" He rides off first.

"Hold tight, lads!" Bálin shouted and lifted the ropes to force the goats to ride forward.

"You're all mad bastards!" Dáin exclaimed in awe and moved out of the way. "I like it." He watched them all ride away and spoke to himself quietly. "May Durin save you all."

* * *

Large battalions of Guldur Orcs and Goblin Mercenaries were marching towards Thórin, Spike, Sophie, Bálin, Dwálin, Fíli, and Kíli. Kíli lays his sword on one of the wheels, and watches Thórin and the mounted dwarves yell out their war cries, and the entire cavalry crashes into the enemy, causing medium casualties. Spike, Sophie, Bálin, Dwálin, Fíli, and Kíli follow Thórin and his cavalry, but get separated from them when they crash into the enemy. The two goats in front bashed as many orcs and goblins in front as the others pull the chariot very fast.

"Ahhahahahaha!" Bálin laughed.

Dwálin used a machine that fired sharp metallic arrows at a number of Orcs and Goblins that were jumping on the chariot. Sophie grabbed a crossbow and fired an arrow that flew straight into a goblin's mouth. The goblin fell off the chariot dead.

"Get these buggers off!" Spike yelled as he snapped an orc's neck and threw it off the chariot.

Suddenly, the horn blared again and a group of eight ogres run towards the chariot.

"Watch out!" Sophie screamed.

The Ogres lined themselves on each side to attack when the goats jumped off a rock. The chariot flies down and the two sharp objects on each side of the wheels were used to decapitate all the ogres before they could strike.

"YEAH! HA HA!" Dwálin laughed loudly.

"Eyes front, lads!" Bálin yelled when he spotted a large armored troll running towards them.

"TURN!" Spike bellowed.

Bálin managed to stir the goats to the right in time just as the troll made a swing and missed them.

"Hold on!" Spike shouted.

Spike, Sophie, Bálin, Dwálin, Fíli, and Kíli hold on to themselves as the goats lead the chariot towards a frozen river.

"AAAAHH!" Sophie screamed in fear.

Landing on the frozen river, the goats gallop and pull the chariot through the river.

"I'm out!" Dwálin growled. "Pass me another!"

"Here." Sophie heaved as she helped load up the machine in front.

During the crossing, the troll continued to chass them and jumps into the frozen river. As the six fighters kept on moving away, the troll pushed through the ice with the might of its strength and tried to stop them.

"Bring it down!" Spike yelled. "Shoot it!"

"Where?" Sophie asked, holding her crossbow.

"Aim at his jagbags!" Dwálin yelled.

"It doesn't have any jagbags!" Spike yelled back at the dwarf.

"Look out!" Fíli yelled.

Kíli fired an arrow from his bow and it flew staight into the troll's hand. The troll backed away a bit, but it kept on chasing them. That was when Harmony arrives to the rescue.

"Hang on, guys! I'm coming!" Harmony called to them as she rides her amputated troll and uses it to swing its maces at the troll. The troll pulled the amputated troll into the river and went on to fight it. Harmony took her opportunity to use the amputated troll to swing its mace once again and sends it flying into the troll's head.

"Harmony, you beauty!" Fíli shouted amazingly.

"Another troll!" Sophie shouted.

Another armored troll landed in the river and used its arm to lift up a wodden bridge with Goblins on it.

"Keep going!" Dwálin shouted.

"Are you mad?" Spike bellowed.

Dwálin had the machine loaded and fired upon the beast. Sophie assisted in firing her crossbow while Fíli and Kíli fired their arrows.

"Come on, you hairy hedgepig!" Dwálin roared at the troll as he kept firing his metallic arrows.

The metallic arrows fly directly into the troll's face and dies. As it lands backwards into the water, its corpse was used as bridge for the goats to pull the chariot across.

"At least that's done." Sophie sighed in relief.

Suddenly, two snarling wargs appear and run towards the goats.

"Wargs!" Kíli shouted at the onciming wargs.

The two wargs grabbed the two goats in the front and began to eat them. As they kept on going, warg-riders were now in pursuit in the front and back.

"HYAH!" Dwálin growled as he fired at the orc and warg.

"Hold tight, lads!" Bálin shouted. "OOHHH!"

A warg rider approaches them from behind and gets closer until Kíli slashed the orc while Sophie aimed her crossbow at the warg. Suddenly, another warg jumps down from the rocks, and grabs another goat, leaving five more left.

"There's more coming!" Sophie cried, pointing her finger a number of wargs and warg riders that were chasing them from behind.

"We're pulling too much weight." Dwálin informed his brother in a soft growl. "We won't make it."

"Cut the tracers." Bálin ordered him and the others. "Ride them to Raven Hill."

"What about you?" Spike asked.

"No, Bálin." Dwálin pleaded as he shook his head.

"My goat-riding days are over." Bálin smiled at him. "Durin be with you brother."

Immediately, Sophie jumps on one of the goats first and cut the tracers.

"Come on, hurry!" Spike shouted as he jumped on second and cut the tracers from his goat.

Dwálin, Fíli, and Kíli quickly mount on the goats last and cut the tracers very quick to free themselves. While Sophie, Spike, Dwálin, Fíli, and Kíli ride away, Bálin stayed behind to hold off the enemy.

"I am too old for this." Bálin said to himself as he fired the metallic arrows directly at the wargs and warg-riders.

Sophie, Spike, Dwálin, Fíli, and Kíli look up and see Thórin leading his cavalry across a stoned bridge.

"Onward!" Thórin yelled to his cavalry from behind.

"Lead on!" Dwálin called up to his king.

Thórin leads Sophie, Spike, Dwálin, Fíli, Kíli, and the dwarven cavalry charge toward Azog's hill, smashing through Guldur Orcs in their way.

Atop the hill, Azog began hearing the sound of goat hooves, and he snarls when he sees the entire cavalry reaching some ruins on top of the hill, killing dozens of orcs along the way.


	62. Alfrid Leaving the Battle

Alfrid, who was still wearing a woman's outfit, was clutching the gold he found to his chest and weaves through the city as he dodged a lot of Guldur Orcs and Goblin Mercenaries. As he backs toward a wall, an ogre climbs over it and roars at him.

"WAIT!" Alfrid screamed.

Suddenly, from behind him, Bard shoots and arrow and kills the ogre before it could harm Alfrid. As the ogre collapses to the ground dead, Alfrid falls over, and money falls out of his dress, and he tries to gather it up.

"Get up!" Bard ordered him.

"Get away from me." Alfrid sneered at him as he stuffed the money back in. "I don't take orders from you! People trusted you. They listened to you. The master's mantle was there for the taking. And you threw it all away... for what?"

Bard turns and looks back. Alfrid follows his gaze to see Bard's children in a doorway, staring at him as his dress is full of coins. He turns and stomps away.

"Alfrid... your slip is showing." Bard replied.

Alfrid adjusts his dress, and rushes away.

* * *

During the battle, Gandalf watches human spearmen and archers kill a massive troll. The troll was overwhelmed and killed, and landed backwards on a group of goblin mercenaries.

"We may yet survive this." Gandalf stated.

"GANDALF!" Bilbo called.

"UGH!" Gandalf bellowed as he killed a Guldur Orc that tried to strike at him from behind. He then hurries over to where Bilbo is standing at the wall and watching Thórin leading his cavalry up a spur of the mountain to where Azog is.

"It's Thórin!" Bilbo exclaimed.

"And Spike, Fíli, Kíli... and Dwálin." Gandalf added when he notice them too. "He's taking his best warriors."

"To do what?" Bilbo asked.

"To cut the head off the snake." Gandalf answered back.

Just then, Legolas and Tauriel arrive back in Dale together on a horse. They charge through the streets, killing orcs on their way until they come to where Gandalf and Bilbo were standing.

"Gandalf!" Legolas called out to him.

"Legolas... Legolas Greenleaf." Gandalf breathed.

"There is a second army." Legolas warned. "Bolg leads a force of Gundabad orcs. They are almost upon us."

"Gundabad." Gandalf whispered and began to realize. "This was their plan all along. Azog engages our forces, then Bolg seeps in from the north."

"Wha... the north... where is the north, exactly?" Bilbo asked sharply in a panic.

"Raven Hill." Gandalf answered and strides over to the parapets to look at the hill where Thórin and his entire force went.

"Raven Hill!" Bilbo exclaimed. "Thórin is up there! And Fíli and Kíli. They're all up there!"

At the sound of Kíli's name, Tauriel felt alarmed and worried of what was going to happen. Rather than waiting, she immediately strides forward to Raven Hill.


	63. Finding the Defiler

Thórin and and his entire force continue to fight off a number of Guldur Orcs in the ruins and across the frozen river from Azog's stronghold. Having defeated all the enemies at present, they look out across the river at the ruins in which Azog was last seen.

"Where the bloody hell is he?" Spike murmured to himself.

"Looks empty." Sophie assumed.

"I think Azog has fled." Kíli stated quietly.

"I don't think so." Spike answered. "He could be waiting for us to strike... or not."

"If that's possible, then we need to be sure." Thórin said and turns to his nephew. "Fíli, take your brother. Scout out the towers. Keep low and out of sight. If you see something; report back, do not engage - do you understand?"

"We have company!" Spike yelled when he noticed the arrivial of a division of Goblin Mercenaries.

"Goblin mercenaries." Dwálin growled. "No more than 450 of them."

They look back the way they came to see goblins running over the ruins toward them.

"We'll take care of these ugly brutes." Sophie swore.

"Go! Go!" Thórin shouted to his nephews.

"Come on!" Spike shouted.

As Fíli and Kíli run towards the river, Thórin, Spike, Dwálin, and the Dwarves of Erebor prepare to meet the goblins rushing toward them.


	64. Dispatch to Raven Hill

Passing through a lot of bodies in the city, Buffy and her forces continue to fight off a large number of Goblin Mercenaries. They managed to take them down without suffering any losses.

"Okay, looks like this part is clear." Xander believed.

"Not for long." Faith said. "More will keep coming this way."

"Any orders?" Kyle asked.

"Kyle, you, Rhonda, Heidi, and Tor lead a small division to the market." Buffy instructed them.

"Right, will hold them off as much as we can." Heidi complied by giving her a nod.

"Buffy, wait!" Rhonda called. "Before we go, there's something I need to tell you."

"What is it?" Buffy asked her.

"While we were fighting, I saw Thórin leading a division up to those hills." Rhonda explained and pointed at the direction.

"Isn't that where Azog the Defiler is stationed?" Riley asked.

"I'm not sure." Buffy replied. "If that's possible, then we have our own mission."

"Anyone seen Giles?" Percy asked.

"Not that I know." Faith breathed.

"I saw him, he was in the market with Mr. Pryce." Eva said.

"Aphrodesia! Aura! Find Giles!" Buffy ordered them.

"Right." Aura complied.

"Come on." Aphrodesia beckoned.

"Come on guys, let's go!" Tor ordered.

"The rest of your follow me." Buffy ordered the others to follow her.

"We have about 400 with us." Riley told her. "The rest are all in separate corners of the city."

"Good." Buffy nodded.

"Buffy!" Gandalf called as he comes running up to them. "Buffy!"

"What's wrong?" Buffy asked, feeling a bit concerned.

"You need to dispatch this force to Raven Hill." Gandalf instructed her. "The dwarves are about to be overrun. Thórin must be warned."

"What do you mean he has to be warned?" Anya asked him.

"Because another army is approaching to where he is... from the north." Gandalf added.

"Another army?" Xander exclaimed.

"How many armies are we actually dealing with?" Mitch asked.

"Azog is very cleaver." Faith sighed. "Cleaver enough that we might not stand a chance."

"How many Orcs are coming from the north?" Lance asked.

"More than 60,000... fully armed." Gandalf answered the exact number.

"Like you even had to ask." Anya sighed as she rolled her eyes.

"We need to get to Thórin!" Buffy said sharply to the others. "We have to warn him of what is coming!"

"Okay everyone, let's go!" Xander beckoned for the others to follow him and Buffy.


	65. Bifur loses his Axe

Back at the plains of Erebor, Bofur smashed a Guldur Orc with his hammer. That was when another Guldur Orc came from behind and knocked Bofur to the ground. Before the orc was about strike him down, Bifur comes in front to save his cousin.

"AAAAAHHHH!" Bifur growled as he bashed his head on the orc. However, he began to notice that the axe, which had been on the dwarf's forhead for years, was buried in the orc's forehead as well.

"Hang on, Bifur, we're coming!" Harmony called as he tried to pull Bifur off the orc.

"Hold on!" Bofur shouted.

"Whet the heck is going on?" Sheila exclaimed while standing behind Harmony.

"He's got an axe on his head!" Harmony snapped.

While trying to pull the dwarf off the orc, it was no use.

"Push!" Bofur shouted.

Pushing the two near the edge of a cliff, the orc was still dangling and Bombur the fat dwarf jumped and pulled the orc down with him. As Bombur beated the helpless orc, Bifur's axe was removed.

"Oh my goodness, Bifur you lost your axe." Harmony said.

Bifur felt the small gap in his forehead and gasped in shock.

"No he's not!" Bombur called as he ran and passed the axe back to Bifur. "Here you go, cousin!"

Bifur took the axe and looked at him. "You know where you can stick that." He said and threw the axe away from him.


	66. Battle of Raven Hill

Back at Raven Hill, Fíli and Kíli creep quietly through the ruins below Azog's signalling station.

"Stay here." Fíli whispered to his brother. "Search the lower levels. I've got this."

* * *

Having defeated the goblins, Thórin and the Dwarves look anxiously out over the frozen river.

"Where is that orc filth?" Dwálin asked anxious growling tone.

"Thórin!" Buffy called as she and her fellow troops arrive in a quick hast. "Thórin!"

"Buffy!" Thórin said, looking surprised. "What's wrong?"

"Listen Thórin, you and your division have to leave right now!" Buffy exclaimed.

"What the bloody hell are you talking about?" Spike asked, looking very concerned.

"Because Azog has another army attacking from the north." Riley explained. "This whole place is going to be completely surrounded."

"Okay, that doesn't sound good." Sophie said, looking a bit surprised.

"50,000 Gundabad Orcs are already marching towards this outpost." Samantha counted. "I don't know how long, but they will be coming."

"And what's worse, there'll be no way out." Xander added. "So we should get back to Dale and set up a perimeter before its too late."

"We are so close!" Dwálin growled. "That orc scum is in there. I say we push on."

"No!" Buffy snapped. "That's what he wants! He wants to draw you all in!"

"And what's worse, he wants to draw us all in." Hogan added.

"Look, we already told him, so let's get out of here before it happens." Anya said hastily.

Suddenly, Thórin appears to have understood something and felt deeply alarmed.

"Thórin!" Dwálin hissed.

"They're right." Thórin said, sounding very alarmed. "This is a trap."

* * *

In the ruins, Fíli hears a sound in front of him and turns around, only to see lights coming up the hallway from behind him too. The young dwarf was trapped.

* * *

"Find Fíli and Kíli!" Thórin Call them back!"

"Thórin, are you sure about this?" Dwálin asked.

"Do it." Thórin insisted. "We live to fight another day."

As they turn to leave, they hear a drum sound from Ravenhill. Looking back at the tower, they see a light appear. Atop the tower, Azog appears, dragging a bloodied Fili behind him.

"Oh no." Buffy whispered in horror.

"Fíli!" Gwen screamed as she tried to run and help, but it was no use.

"Bôrgh-azîl!" _(This one dies first!)_ Azog bellowed in Black Speech as he lifted Fíli up. "Dakâr mo gaûrash." _(Then the brother.)_ Then, he turns his eyes directly at Thórin. "E'gûl Yhû nî, Ekenskeld. Shogôl shâgarid." _(Then you, Oakenshield. You will die last.)_

"Go!" Fíli cried to them. "RUN!"

Gwen, Thórin, Dwálin, Buffy, Percy, Xander, Anya, Faith, Riley, Samantha, Mitch, Lance, Scott, Joy, Amber, Sophie, Spike, Hogan, the Dwarves, and the Sunnydale Razorbacks look on in shock as Azog lifts Fíli by the neck, and then stabs him through the chest with his arm-blade.

"NO!" Gwen screamed.

"Vôr gaz-gômid!" _(Here ends your filthy bloodline!)_ Azog yelled in victory and drops Fíli's corpse to the ground from the tower.

The corpse falls past Kili, who has been watching from a doorway below. Kili, seeing his dead brother on the ground, furiously rushes up the tower steps towards Azog.

Thórin was completely frightened now. Losing Fíli grieved him, and now he has this once chance to get Kíli.

"Kíli!" Thórin yelled and begins to run across the frozen river.

"Thórin, no!" Buffy shouted. "It's a trap!"

* * *

Kíli continues to rush up the steps, killing several Guldur Orcs that were in his way. As Thórin begins to clamber up the ruins, Azog rushes out of a tunnel and attacks him. They fight on the snowy mountainside, Thórin with his sword and Azog with his arm-blade and a mace.

* * *

On the other side of the river, Buffy leads the Razorbacks and the Dwarves to get across until they all heard a loud noise that was coming their way.

"What is that?" Joy asked, hearing the noise.

"DUCK!" Spike shouted.

Everyone ducks as thousands of Gundabad Bats fly out of the fog. After the bats flew down, they all look back to see Bolg and his forces climbing over the ruins. The Gundabad Orc Breakers charge directly at them, but the Razorbacks and Dwarves unite together to face off the enemy singlehandedly.

"Fight!" Faith yelled as she slew a breaker.

* * *

Meanwhile, Tauriel and Legolas pause on their way to Raven Hill as they see an army of 8000 Gundabad Bats that were now massing towards the armies downwards.

"No." Tauriel whispered in the sight of horror.

The bats begin to fly down to the main battlefields, swooping through ranks of soldiers and causing mayhem. With Azog's reinforcements arriving, Legolas couldn't wait no longer, and he immediately leaps and grabs the leg of a passing bat, and it carries him away. While watching Legolas fly up, Tauriel sees Kíli fighting several orcs on the ruins.

"Kíli." Tauriel whispered in shock.

* * *

Back on the ruins, Azog and Thórin continue to fight. Azog continued to smash down with his mace, but Thórin managed to knock the pale orc down. As Azog slides down a slippery slope, Thórin went on to chase him, but that was when Gundabad Orc Breakers arrive and he is forced to engage them.

* * *

Somewhere in the courtyard, Buffy and Faith had been fighting together while the others were now fighting in all sorts of areas in Raven Hill.

* * *

Kíli, however, continues to fight his way up the ruins to find Azog while Tauriel arrived and tried to look for him. Looking around inside, she heard fighting on top and she noticed that Kíli was close. Before she could find him, several Guldur Orcs spotted her and went on to engage her. Tauriel avoided each and every strike and killed every orc that were in her way.

* * *

As Buffy continues to fight and slash an orc breaker, Bolg suddenly runs out and smacks her in the head with the handle of his mace, knocking her out cold.

"Buffy!" Hogan shouted in horror when he saw what happened. Believing the orc killed her, he rushed and tried to kill Bolg. Bolg growled and fought against Hogan.

* * *

While Thórin had been fighting as he goes, Azog managed to recover from his fall and suddenly charges at Thórin. Before the dwarf could turn to strike, Azog knocks him onto the surface of the wide frozen river.

"Thórin, hang on!" Anya shouted as she runs over to help him.

"Bôra-ga nî!" _(Go in for the kill!)_ Azog yelled to his orcs in black speech. "Ab gûl bâ!" _(Finish him!)_

At Azog's command, dozens of Gundabad Orc Breakers run out on to the ice to attack Anya, Thórin, and Mitch. Anya, Thórin, and Mitch look around rapidly as the orcs run towards them. Suddenly, the orcs begin falling over with arrows stuck in them. Margo turns around and looks up to find out where the arrows were coming from. In surprise, he saw Legolas, who had been shooting the orcs from the top of the tower. While the others kept on fighting and suffered minor casualties, Anya, Thórin, and Mitch begin to take on the remaining orcs together.

"GRAAAH!" Azog roared.

Gwen jumps from behind the Defiler and tries to slay him. Azog turns around suddenly and avoided her strike. Then he grabs Gwen by the neck and plunged his arm-blade into her chest. Azog grinned and growled at the same time and threw her corpse into the frozen river.

* * *

Tauriel, in a moment of peace after dispatching her opponent, calls out. "Kíli!"

Kíli hears her, but he was too busy fighting off two orcs at once to respond.

"Kíli!" Tauriel called out to him.

"TAURIEL!" Kíli called back to her.

"Kíli." Tauriel whispered in relief.

Suddenly, Bolg jumps out of a tunnel and kicks Tauriel into a rock. Seeing this, Kíli angrily defeats his opponents and begins making his way to save her. Tauriel manages to slip out from Bolg's grasp and begins attacking him with her knife. Bolg managed to grab both her arms and twists them, causing her to shriek in pain. He then smashes his fist down on her head, felling her. Kíli rushes desperately as he hears Tauriel's groans. Bolg lowers himself down and grabs Tauriel by the throat, but the elf managed to kick him in the knee, causing him to fall. Bolg grabbed her again and threw her bodily against a wall. As she lays stunned on the ground, the giant Gundabad Orc raises his mace for the kill. Before Bolg had his chance to finish the helpless elf, Kíli leaps from a parapet and jumps onto him, preventing the orc from killing her. As they fight, Kíli manages to slash him, but Bolg grabs the dwarf by the head and raises the pointed base of his mace to stab him through the chest.

"No!" Tauriel shouted and jumps on Bolg from behind to prevent him from killing Kíli.

Bolg manages to throw her down again, and she can do nothing as the deadly orc raises his mace and plunges it through Kíli's chest.

"No!" Tauriel cried.

As Kíli dies, he and Tauriel stare into each others eyes. Just as Bolg drops Kíli to the ground dead, Tauriel's grief turns to anger, and she leaps onto Bolg as he approaches her. They were standing over the edge of a precipice, and Bolg tries to swing her out over the fall. Tauriel manages to hold on to him and kick off a stone, launching them both over the edge.

* * *

Legolas, on top of the tower, suddenly feels the tower shaking. He looks down to see a troll smashing away at the tower's base. Hearing Tauriel's grunts, he looks out and sees her rolling with Bolg down the mountainside. She lands on a broken staircase, gasping in pain. Bolg, who had landed near her, rises and prepares to kill her with his mace in an act of rage. Legolas, seeing this, reaches back for an arrow, only to find that he has run out. He angrily throws down his bow and pulls out Orcrist. He leaps off the top of the tower and plummets down holding his sword out; he manages to stab the troll in the head, and it hobbles around in pain. Twisting the sword, he manages to get the troll to charge forward, smashing head first into the already-weakened base of the tower. Bolg looks up to see the tower fall over and made a bridge over the chasm in between him and Legolas. As Tauriel lays unconscious, Bolg and Legolas charge at each other over the makeshift bridge. They begin fighting. As they fight, Bolg swings his heavy mace at Legolas and misses, hitting the floor and causing it to crumble and fall into the chasm.

* * *

Meanwhile, Thórin manages to stab an orc in the knee, but that was when another orc rushes up and smashes into him, causing him to slide across the ice all the way to the edge of the waterfall, directly over Legolas and Bolg. Bolg knocks Legolas over, but as he raises his mace, Thórin manages to knock an orc over the edge of the waterfall. The orc lands on the bridge behind Bolg, breaking through the stones and causing him to fall under a pile of rubble. That was when another orc approaches Thórin, who was lying on his back, partially hanging over the edge of the waterfall, defenseless. As the snarling orc raises its sword, Legolas manages to throw Orcrist into the orc's chest, killing it before it could make the strike. As it falls over the edge, Thórin manages to reach out and grab the sword, saving it from going over.

As Legolas is watching Thórin, Bolg leaps out of the rubble and swings at Legolas, but Legolas dodges and pulls out his two knives, fighting Bolg with them. Thórin stands and looks in wonder at his blade come back to him. He looks up and sees Azog, alone, facing him. Thórin and Azog approach each other slowly, but that was when they heard the sound of a horn. Azog grins wickedly as the hill in the distance behind him becomes covered with approaching Gundabad Orcs that were getting ready to charge.

Faith, Joy, Spike, Percy, and severl dwarves and razorbacks notice their arrival.

"Ah there's too many of these buggers!" Spike spat.

"We have to get out of here before this whole place is surround." Joy said.

"Percy, get everyone out of here!" Faith ordered him loudly. "And find Buffy!"

"Right, I'm on it!" Percy complied.

* * *

Back on the frozen river, Azog charges forward and swings a large rock attached to a chain at Thórin. Thórin ducks under and avoids it, but the pale orc was ready to give up. As Azog was unbalanced when he did another the swing, Thórin manages to get behind him and slash him. Azog angrily swings the rock at him again, and as Thórin dodges, the rock smashes into the ice, cracking it.

* * *

Meanwhile, Bolg throws a huge stone at Legolas, and it smashes the bridge beneath him. In an amazing and inhuman feat of agility, Legolas manages to run up falling rocks and leaps at Bolg. As they fight, Legolas manages to stab at Bolg, but Bolg grabs the knife between his arm and armor, just like in their encounter in Laketown. This time, though, Legolas smiles and uses the knife as leverage to swing atop Bolg's shoulder; he then stabs Bolg through the top of the head, killing him. Legolas leaps back onto land as the bridge falls to the ground, carrying Bolg's body with it.

* * *

As Thórin and Azog fight, the ice continues cracking. They both pause for a second, but the pale orc swings again. This time, the ice began to break apart beneath them. Thórin stumbles over an edge of the ice, and Azog manages to knock his legs out from under him with the chain. As Azog swings again, Thórin manages to roll away. He leaps behind Azog, who is off balance, and slashes him again. Azog angrily swings the rock and chain at Thórin. The rock was suddenly stuck in the ice, and Azog was forced to slash at Thórin with his bladed arm. Suddenly, Azog looks into the sky behind Thórin in shock. Thórin didn't bother in turning around when an army of 3000 Great Eagles, with Radagast riding their leader, swoop by. They sail through the ranks of the oncoming orc reinforcements from Gundabad, decimating them. Hearing a loud roar, Beorn and his son Grimbeorn led an army of 6000 Beornings and smash into every Gundabad Orc rank. Also, Lord Elrond of Rivendell led a cavalry of 7000 Elven warriors that also crashed into the enemy and inflicted heavy casualties on the Gundabad Orcs.

* * *

Meanwhile, Thórin suddenly throws his sword down. Reaching forward, he lifts the rock at the end of the chain and tosses it to Azog, who instinctively catches it. Azog looks at him in shock, just as the dwarf jumps backward, off the ice floe that they were both standing on. Without Thórin's weight to balance it, Azog, at the other end, held the rock when ice flow tips over and plunges Azog into the water below. He scrabbles at the edge, but the chain pulls him down.

While the Eagles attack the bats, ripping them out of the air, Thórin bends down to pick up Orcrist, he sees Azog through the ice, being pulled slowly by the current toward the frozen waterfall. Thórin slowly walks above him, and they stare at each other through the ice. Azog closes his eyes. Suddenly, he opens them, and he manages to stab Thórin through the ice and into the foot with his blade arm. He leaps through the ice and pins Thórin down. As he stabs his blade arm into Thórin's chest, the dwarf managed to stop it from piercing his chest by sliding Orcrist in one of the forks of the blade. Azog, using gravity and his superior weight and position, slowly pushes his blade further and further, and Thorin struggles to keep it away. As they stare at each other, Thórin suddenly slides his sword out of the fork, allowing Azog's blade to stab him through the chest. As Azog grins, thinking he has finally succeeded, Thórin raises his own sword and stabs Azog through the heart. From their close quarters, Azog couldn't avoid it, and Thórin flips the pale orc over onto his back on the ice and forces Orcrist all the way through Azog and through the ice below. At last, Azog was finally defeated, and Thórin kneels on top of him.

* * *

The battle was nearly over. As the eagles were flying over, Buffy wakes up from her unconsciousness and sees the Eagles overhead.

"The eagles are coming." Buffy whispered. She took time to get up and looked around. She began to notice that she was surrounded by corpses and turned to see Hogan, who had been killed by Bolg earlier.

* * *

Thórin stumbles toward the edge of the frozen waterfall, looking out over the battlefield below, where the remaining Guldur Orcs were being routed. Weak from his wound, he collapses on his back. Buffy comes running up in surprise and runs down to help him.

"Thórin!" Buffy shouted.

"Buffy." Thórin choked.

"Ssssh, Don't move." Buffy shushed him. "Don't move. Just lie still okay."

"I'm glad you're here." Thórin whispered with a smile on his face. "I wish to part from you in friendship."

"No. You are not going anywhere, Thórin." Buffy assured him. "You're going to live and you are going to rule Erebor as king."

"I would take back my words and my deeds at the gate." Thórin began to apologize to her as he choked up blood. "You and Bilbo did what true friends would do. Forgive me... I was too blind to see. I'm so sorry that I have led you and everyone into such peril."

"No, no, Thórin it's okay, I already forgive you." Buffy smiled at him. "I always have, and we were all glad to have shared in all your perils, Thórin - each and every one of them. And it's far more than we deserve."

"Farewell, Buffy." Thórin smiled. "Take whatever you like from the mountain, and tell Bilbo how deeply sorry I am. Tell him that he can go back to his books and his armchair. Plant his trees - watch them grow." He struggles to choke.

"No Thórin, you are going to tell him yourself." Buffy said.

"If more people valued home above gold this world would be a merrier place." Thórin gasped deeply, and began to expire.

"No, Thórin!" Buffy cried. "Oh don't you dare!"

Thórin breathes out his last and dies peacefully.


	67. Aftermath of the Battle

Tauriel was heartbroken and places Kíli's stone in his dead hand while Legolas watches. That was when Thranduil walks slowly through the ruins of Raven Hill, gazing about at the carnage that had happened here. Legolas felt his father's presence and approaches him.

"I... cannot go back." Legolas spoke solemnly and brushes past his father, and prepares to leave.

"Where will you go?" Thranduil asked.

Legolas turns and to look at his father. "I do not know." He answered and suggested something. "I should venture to the Undying Lands in the west, and spend few years there until I decide to return."

"And I shall glady accept what you will do." Thranduil said. "But when you return to Middle-Earth, I need you to go north. Find the Dúnedain. There's a young Ranger amongst them- you should meet him. His father, Arathorn, was a good man. His son might grow to be a great one."

"What is his name?" Legolas asked, wanting to know who he was.

"He's known in the wild as Strider." Thranduil answered. "His true name you must discover for yourself."

They nod at each other, then Legolas turns and walks away.

"Legolas... your mother loved you... more than anyone... more than life." Thranduil said.

Legolas opens his eyes open in shock and surprise. Legolas and Thranduil make a gesture of departure to each other, then Legolas leaves. Thranduil watches him leave sadly, bowing his head in grief. He then proceeds through the ruins and finds Tauriel still next to Kíli s body.

"They want to bury him." Tauriel sniffed.

"Yes." Thranduil whispered.

"If this is love, I do not want it." Tauriel pleaded heartbrokenly when she looked up at Thranduil with tears in her eyes. "Take it from me, please. Why does it hurt so much?"

Thranduil approaches her slowly with an understanding look in his eyes. "Because it was real."

Tauriel looks up at him in shock and felt that Thranduil changed and that he truly respected her and Kíli. After thinking for a while, she kisses Kíli one last time.


	68. Thórin's funeral

The Battle of the Twelve Armies was finally over, but many fighters from each and every army had died in the terrible battle. In Dale, Percy blows on a huge horn, and all the Northrons, who are gathered along the walls, stare out reverently at Erebor.

Buffy and the rest of her troops that fought and survived gathered the corpses of their fighters who perished. Among those that perished were Larry Blaisdell, Gwen Ditchik, and Scott Hope. Buffy's plan was to have them buried back in Sunnydale once she and everyone else attend Thórin's funeral.

* * *

Later on, everyone gathers in the funeral where the corpses of Fíli, Kíli, and Thórin Oakenshield were all laid on flat stone plinths. The sword orcrist was placed on Thórin and the Arkenstone was held by Buffy. Tears were streaming down in a lot of faces as Tauriel, Bálin, Dóri, Dwálin, Glóin, Nóri, Óin, Óri, Bifur, Bofur, Bombur, Angel, Cordelia, Riley, Samantha, Xander, Anya, Harmony, Faith, Tara, Oz, Willow, Spike, Buffy, Joyce, Lance, Heidi, Tor, Rhonda, Kyle, Devon, Amy, Vaughne, Owen, Roy, and Joy were walking around and paying their deepest respects to them in sorrow and grief.

Tauriel couldn't bother staring at Kíli's corpse and cried in sorrow. Bálin was deeply upset as he paid his respect to honor his friend. Clem, Sophie, Razanur Tûk, Bard, Bain, Sigrid, Tilda, Thranduil, Feren, Gandalf, Galadriel, Elrond, Saruman, Radagast, Beorn, and Grimbeorn were all standing together as they watched.

"The King has come unto his own." Gandalf spoke. "Under mountain, under stone. Send him now unto the deep. Unto earth, eternal sleep."

"Under mountain, under stone." The dwarves spoke all together.

"Through all lands, let it be known!" Gandalf continued his speech. "The King is dead."

"Long live the king!" Bálin shouted for his new king and raised his sword up in the air.

"LONG LIVE THE KING!" The Dwarves cheered for their new king, who was revealed to be Dáin.

Dáin lowers his head in respect.

* * *

After the long funeral, King Dáin made a promise to every person that he would provide a share of the tresure. The gems were all given to Thranduil, Galadriel, Elrond, and the elves of Mirkwood and Lothlórien. At Dáin's request, he order many dwarves to rebuild the city of Dale, and Bard would become the first king to rule the city. This made Bain, Sigrid, and Tilda the heirs to him.

Fully packed with treasure in his bag, Bilbo and Bálin walk out of the gates of Erebor.

"There is to be a great feast tonight." Bálin announced. "Songs will be sung, tales will be told, and Thórin Oakenshield will pass into legend." He looks at him. "I wish you can stay and celebrate with us, but I know it is time for you to return home."

"I know that's how you must honor him, but to me he was never that..." Bilbo paused and felt a bit upset. "He was...to me...he was…" He was unable to find the words as Bálin smiles fondly at him. "Well, I think I'll slip quietly away. Will you tell we others I said goodbye?"

"You can tell' em yourself." Bálin insisted.

Bilbo looks back and smiles as he sees the other dwarves standing behind him.

"If any of you ever passing Bag End, tea is at four - there's plenty of it." Bilbo spoke to them. "You are welcome anytime."

The dwarves bow and smile to him greatly, and he smiles. He begins to turn away, but then turns back.

"Eh, don't bother knocking." Bilbo added. "And also, you are welcome to come to my birthday this September. There will be mugs of ale, meat, and dancing. Bring as many friends as you like because I am sure we would all like to share our stories."

"And I know we will." Bálin smiled.

The dwarves chuckle, some of them wiping away tears. Bilbo, after waving goodbye, walks toward Gandalf, who is waiting with his horse and a pony for Bilbo. Before they left, Buffy, along with her friends and army, were standing in front.

"Ah, I guess this is a goodbye?" Bilbo asked.

"I believe so." Buffy smiled. "You were very brave... even for a halfling like yourself."

"And we're sorry that we so named you." Faith apologized.

"What do you mean?" Bilbo asked her.

"You're not a coward." Cordelia said. "We were wrong about you."

"You have shown great courage like we have." Riley remarked.

"Well." Bilbo shrugged a bit. "I guess I offer my forgiveness to you all." He took a moment to speak. "Will I ever see you all again?"

"Perhaps." Buffy answered.

"Well if that happens, then you and everyone here are welcome to stop by at the Shire." Bilbo smiled. "You are welcome to attend my birthday and... don't bother knocking at Bag End."

"Oh we will." Xander chuckled a bit.

"Goodbye Bilbo." Willow whispered as she hugs him.

"Goodbye." Bilbo whispered back.

Immediately, Bilbo and Gandalf venture away from Erebor and return back to Eriador.


End file.
